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Last modified: April 9, 2019
This is not the current version of this document and is provided for archival purposes. View the current versionCapitalized terms not defined in these Service Specific Terms have the meaning set forth in the agreement under which Google has agreed to provide Google Cloud Platform to Customer (as applicable, "Agreement"). For the purpose of these Service Specific Terms, if the Agreement authorizes the resale or supply of Google Cloud Platform under a Google Cloud partner or reseller program, then: (i) the term "Customer" as used herein means Customer and/or Reseller or Partner (as applicable) based on which entity is accessing the applicable Service, and (ii) the term "Customer" as used herein means "Reseller or Partner (as applicable)" for Sections 20.1, 31.3-31.5, and 31.19-31.20.
1. Google App EngineThe following terms apply only to the Google App Engine Service:
1.1 Data Storage. Customer may select via the Service whether the Core App Engine Customer Data will be stored in either the United States or the European Union, and Google will store it accordingly ("App Engine Data Location Setting").
1.2 Transient Storage. Core App Engine Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
1.3 Limitations. No App Engine Data Location Setting will apply to Core App Engine Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Google Cloud Bigtable Service:
2.1 Data Storage. Customer may select via the Service whether the Core Cloud Bigtable Customer Data will be stored in either the United States or the European Union, and Google will store it accordingly ("Cloud Bigtable Data Location Setting").
2.2 Transient Storage. Core Cloud Bigtable Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
2.3 Limitations. No Cloud Bigtable Data Location Setting will apply to Core Cloud Bigtable Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Google Cloud Storage Service:
3.1 Data Storage. Customer may select via the Service whether the Core Cloud Storage Customer Data will be stored in: (a) either the United States or the European Union, and Google will store it accordingly; or (b) another location setting offered by the Service, and Google will not move it outside the location selected without notifying Customer, except to comply with laws (including government requests) ((a) and (b) together, "Cloud Storage Data Location Setting").
3.2 Transient Storage. Core Cloud Storage Customer Data may be stored transiently or cached anywhere where Google or its agents maintain facilities.
3.3 Limitations. No Cloud Storage Data Location Setting will apply to Core Cloud Storage Customer Data copied or moved by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Bucket Lock feature of the Google Cloud Storage Service:
3.4 Bucket Lock. Without limiting the generality of the Agreement, Customer is solely responsible for complying with applicable laws and regulations with respect to the retention of Bucket Lock Customer Data, including determining and applying the appropriate retention and hold periods for Bucket Lock Customer Data and, if applicable, promptly furnishing any Bucket Lock Customer Data in a usable format. Customer is also responsible for keeping its Account in good standing for the duration of any retention and hold period. Notwithstanding anything to the contrary, upon deletion of a Project or Account, or termination of the Agreement, all related Bucket Lock retention and hold periods are of no further force or effect and Google may delete the applicable Bucket Lock Customer Data.
The following terms apply only to the Google Cloud SQL Service:
4.1 Data Storage. Customer may select via the Service whether the Core Cloud SQL Customer Data will be stored in either the United States or the European Union, and Google will store it accordingly ("Cloud SQL Data Location Setting").
4.2 Transient Storage. Core Cloud SQL Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
4.3 Limitations. No Cloud SQL Data Location Setting will apply to Core Cloud SQL Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Google Compute Engine Service:
5.1 Data Storage. Customer may determine via the Service for each disk resource whether the Core Compute Engine Customer Data will be stored in either the United States or the European Union, and Google will store it accordingly ("Compute Engine Data Location Setting").
5.2 Transient Storage. Core Compute Engine Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
5.3 Limitations. No Compute Engine Data Location Setting will apply to Core Compute Engine Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
5.4 Additional Security. If Customer requires greater than eight static IP addresses, Customer consents to Google filing a SWIP report and registering these static IP addresses with ARIN. Google reserves the right to log DNS lookups, as well as source and destination IP addresses, for security purposes.
5.5 Sustained Usage Discounting. Any credits provided to Customer in connection with Sustained Usage Discounting have no cash value and can only be applied to offset future Google Compute Engine Fees. Upon termination or expiration of a Customer's Agreement, such credits will expire.
5.6 Use of Google Cloud Marketplace (or Google Cloud Launcher). If Customer uses Google Compute Engine tools or APIs to deploy or otherwise use any software or services from Google Cloud Marketplace (or Google Cloud Launcher), then Customer's related deployment or use will be subject to the Google Cloud Marketplace Terms of Service.
5.7 Docker Hub. If Customer or Customer's End Users requests container(s) from the Docker Hub for its Cloud Platform Project or Customer Application, Customer instructs Google to cache a copy of such container in the Google Container Registry for future use.
5.8 Sole Tenant Nodes. Customer may select that Google provide the Google Compute Engine Service on physical Google host hardware dedicated to a single Project. While no other Google customer virtual machine instance will share that host hardware with Customer's virtual machine instances, Google Compute Engine's virtualization software will reside on that host hardware and continue to manage Customer's virtual machine instances on that host hardware.
The following terms apply only to the Google Kubernetes Engine Service and the Google Container Registry Service:
If Customer or Customer's End Users requests container(s) from the Docker Hub for its Cloud Platform Project or Customer Application, Customer instructs Google to cache a copy of such container in the Google Container Registry for future use.
7. Google Cloud Translation APIThe following terms apply only to the Google Cloud Translation API (v1, v2, or any subsequent version/release) Service:
7.1 No Data Return. Customer Data will not be returned to Customer, whether the Customer Data is physically shipped to Google, or entered by Customer or Google into this Service.
7.2 HTML Markup Requirements and Attribution Requirements. Customer will comply with the HTML Markup Requirements found at https://cloud.google.com/translate/markup and the attribution requirements found at https://cloud.google.com/translate/attribution
7.3 No Use of this Service with Embedded Device Applications or to Create a Similar Service. Customer will not, and will not allow third parties under its direction to: (i) use this Service to create, train, or improve (directly or indirectly) a similar product or service, including any other machine translation engine, (ii) use or retain translated text or any other data from this Service for the purpose of creating, training, or improving (directly or indirectly) a translation system, product, or service, or (iii) integrate this Service with any applications for any embedded devices such as cars, TVs, appliances, or speakers without Google's prior written permission. This Service can only be integrated with applications for the following personal computing devices: smartphones, tablets, laptops, and desktops. In addition to any other available remedies, Google may immediately suspend or terminate Customer's use of this Service based on any suspected violation of these terms.
The following terms apply only to the Google Cloud Datastore Service:
8.1 Data Storage. If applicable, Customer may have an option to select via the Service whether the Core Datastore Customer Data will be stored in either the United States or the European Union, and Google will store it according to the option selected ("Datastore Data Location Setting").
8.2 Transient Storage. Core Datastore Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
8.3 Limitations. No Datastore Data Location Setting will apply to Core Datastore Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Cloud Healthcare Service:
9.1 Data Storage. Customer may select via the Service whether the Core Cloud Healthcare Customer Data will be stored in: (a) either the United States or the European Union, and Google will store it accordingly; or (b) another location setting offered by the Service, and Google will not move it outside the location selected without notifying Customer, except to comply with laws (including government requests) ((a) and (b) together, "Cloud Healthcare Data Location Setting").
9.2 Transient Storage. Customer Data may be stored transiently or cached anywhere where Google or its agents maintain facilities.
9.3 Limitations. No Cloud Healthcare Data Location Setting will apply to Customer Data copied or moved by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to the Web Risk API:
10.1 Attribution. If Customer indicates to Customer End Users that Customer is providing protection against unsafe web resources, then Customer agrees that before any Customer End User begins using the applicable Customer Application, and when displaying each warning about a particular site, Customer will provide attribution and conspicuous notice that the reliability and accuracy of the protection cannot be guaranteed, using language similar to the "Advisory Notice" subsection below. If the applicable Customer Application also shows warnings about sites that Customer has not verified against Google's list of unsafe sites, Customer will not include the Google attribution or advisory notice in those warnings.
10.2 Data Refresh. Customer will not treat a URL from Google's list as an unsafe web resource, such as by showing users a warning about the site or blocking access to it, unless the applicable Customer Application has received from Google updated information (via the applicable API method) before the expiration time provided by the applicable API response or within thirty minutes if no expiration time is specified.
10.3 Advisory Notice. Google works to provide the most accurate and up-to-date information about unsafe web resources. However, Google cannot guarantee that its information is comprehensive and error-free: some risky sites may not be identified, and some safe sites may be identified in error.
The following terms apply only to the Google Cloud Security Scanner Service:
Customer acknowledges that Google Cloud Security Scanner may cause unexpected and undesirable behavior to occur on a Customer Application and may not be suitable for use in a production environment. Google Cloud Security Scanner will not detect all vulnerabilities in a Customer Application. Customer may use Google Cloud Security Scanner only to scan Google Cloud Platform applications for which Customer has permission to do so from the application owner. Traffic generated by the Scanner will count towards standard billing and quotas.
12. Google Cloud Platform Machine Learning Group and Google Cloud Machine Learning Engine12.1 The following terms apply only to current and future Google Cloud Platform Machine Learning Services specifically listed in the "Google Cloud Platform Machine Learning Services Group" category on the Google Cloud Platform Services Summary page:
Customer will not, and will not allow third parties to: (i) use these Services to create, train, or improve (directly or indirectly) a similar or competing product or service or (ii) integrate these Services with any applications for any embedded devices such as cars, TVs, appliances, or speakers without Google's prior written permission. These Services can only be integrated with applications for the following personal computing devices: smartphones, tablets, laptops, and desktops. In addition to any other available remedies, Google may immediately suspend or terminate Customer's use of these Services based on any suspected violation of these terms, and violation of these terms is deemed violation of Google's Intellectual Property Rights. Customer will provide Google with any assistance Google requests to reasonably confirm compliance with these terms (including interviews with Customer employees and inspection of Customer source code, model training data, and engineering documentation). These terms will survive termination or expiration of the Agreement.
12.2 The following terms only apply to Cloud AutoML Vision Downloadable Models: Customer can download a frozen model graph in the model formats supported by Cloud AutoML Vision via a ZIP file and any related Customer provided image labels via a TXT file. No license to retrain or reverse engineer such frozen model graphs is granted or implied to Customer.
12.3 The following terms only apply to Google Cloud Machine Learning Engine (CMLE): Customer owns the model weights that Customers trains in CMLE and can export such model weights in the supported output of the CMLE supported machine learning library Customer used to train them (e.g., TensorFlow, XGBoost, scikit-learn, PyTorch, etc.)
The following terms apply only to the Google BigQuery Service:
13.1 Data Storage. Customer may select via the Service whether the Core BigQuery Customer Data will be stored in: (a) either the United States or the European Union, and Google will store it accordingly; or (b) another location setting offered by the Service, and Google will not move it outside the location selected without notifying Customer, except to comply with laws (including government requests) ((a) and (b) together, "BigQuery Data Location Setting").
13.2 Transient Storage. Core BigQuery Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
13.3 Limitations. No BigQuery Data Location Setting will apply to Core BigQuery Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to Cloud Functions for Firebase:
14.1 Documentation. Documentation for Cloud Functions for Firebase is set forth at: https://firebase.google.com/docs/functions/.
14.2 TSS. Google offers TSS to Customer for Cloud Functions for Firebase as described at https://cloud.google.com/terms/tssg/.
The following terms apply only to Cloud Storage for Firebase:
15.1 Data Storage. If Customer chooses either the Flame payment plan or Blaze payment plan, for each additional bucket created after the initial bucket in Customer's Project, Customer may select via the Service whether Core Firebase Storage Customer Data will be stored in: (a) either the United States or the European Union, and Google will store it accordingly; or (b) another location setting offered by the Service, and Google will not move it outside the location selected without notifying Customer, except to comply with laws (including government requests)((a) and (b) together, "Firebase Storage Data Location Setting"). For the initial bucket in Customer's Project, Customer may not select via the Service where Core Firebase Storage Customer Data will be stored. Customer may not select via the Service where Firebase Security Rules for Cloud Storage will be stored.
15.2 Transient Storage. Core Firebase Storage Customer Data and Firebase Security Rules for Cloud Storage may be stored transiently or cached in any country in which Google or its agents maintain facilities.
15.3 Limitations. No Firebase Storage Data Location Setting will apply to Core Firebase Storage Customer Data or Firebase Security Rules for Cloud Storage copied or moved by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same data location setting for that other Service).
15.4 Documentation. Documentation for Cloud Storage for Firebase is set forth at: https://firebase.google.com/docs/storage.
15.5 SLA. The SLA for Cloud Storage for Firebase mirrors the SLA for Google Cloud Storage, set forth at: https://firebase.google.com/terms/sla/cloud-storage.
15.6 TSS. Google offers TSS to Customer for Cloud Storage for Firebase as described at https://cloud.google.com/terms/tssg/.
The following terms apply only to Firebase Authentication:
16.1 Phone Authentication. Phone numbers that Customer's end users provide for authentication will be sent and stored for a limited time by Google, together with phone numbers that other customers' end users provide for authentication, to improve our spam and abuse prevention across Google services, including but not limited to Firebase. Phone numbers are not logically isolated for a given customer's end users. Customers should ensure they have appropriate end-user consent prior to using the Firebase Authentication phone number sign-in service.
16.2 Use of Google Sign-In. Use of Google Sign-In as a method of authentication is subject to Google's API Services: User Data Policy.
16.3 Use of Third-Party Sign-In Services. Use of any supported third-party federated sign-in service with Firebase Authentication may be subject to separate, third-party terms. Google is not responsible for the operation or behavior of third-party services.
16.4 Documentation. Documentation for Firebase Authentication is stated at: https://firebase.google.com/docs/auth/.
16.5 TSS. Google offers TSS to Customer for Firebase Authentication as described at https://cloud.google.com/terms/tssg/.
The following terms apply only to Firebase Test Lab:
17.1 Documentation. Documentation for Firebase Test Lab is set forth at: https://firebase.google.com/docs/test-lab/.
17.2 TSS. Google offers TSS to Customer for Firebase Test Lab as described at https://cloud.google.com/terms/tssg/.
The following terms apply only to the Cloud Talent Solution service:
18.1 Limitations. Customer will not, and will not allow third parties to: use these Services to create, train, or improve (directly or indirectly) a similar or competing product or service without Google's prior written permission. In addition to any other available remedies, Google may immediately suspend or terminate Customer's use of these Services based on any suspected violation of these terms, and violation of these terms is deemed violation of Google's Intellectual Property Rights. Customer agrees to adhere to the service limits (e.g., "queries-per-second") as defined within the Documentation. Customer will provide Google with any assistance Google reasonably requests to confirm compliance with these terms (including interviews with Customer employees and inspection of Customer source code, model training data, and engineering documentation). These terms will survive termination or expiration of the Agreement.
The following terms apply only to the Cloud Security Command Center:
To the extent necessary to provide Customer the Service, Customer instructs Google not to delete any Customer Data, if applicable, processed by the Service until the earlier of (i) Customer's deletion of its Google Cloud Platform Account, (ii) expiration of the Term, or (iii) thirteen months (13 months) after the date such Customer Data is initially processed by the Service.
20. Cloud Platform Commitment Based Pricing and Billing20.1 Committed Units.
a. Selection and Commitment. If applicable, Customer may have an option to request Committed Units by: (i) making a selection in the Admin Console, (ii) placing a request through a Google API or Google command line tool, (iii) placing a request through a Google Web form, or (iv) making a selection in the Order Form or Ordering Document, as applicable (each a "Committed Purchase"). If Google accepts Customer's Committed Unit request, then notwithstanding the payment terms in the Agreement, Customer will pay the Fees for those Committed Units whether or not they are used and the Committed Units may include payment of a Fee in advance of use (if set forth at the URL designating the Fees for the applicable SKU). Unless otherwise set forth at the applicable Fees URL, any use of the Services beyond the Committed Units selected will be billed at standard Fee rates. Committed Unit purchases may be made for a Committed Unit Term.
b. Renewal. Unless otherwise set forth in the Admin Console or other documentation, after each Committed Unit Term (if any) ends, that Committed Unit selection will automatically renew for the same Committed Unit Term at the same quantity throughout the Term until Customer selects in the Admin Console to stop renewing or cancel the renewal term (if applicable) or either party notifies the other party to cancel the renewal. Unless otherwise set forth in the Admin Console or other documentation, a renewal cancellation will take effect after the then-current Committed Unit Term ends.
c. Cancellation and Expiration. Unless Google agrees otherwise, Committed Unit purchases may not be cancelled or refunded after they are placed, but if Google (other than for Customer's material breach) terminates the Agreement or discontinues providing the Services applicable to the Committed Units, Google will refund Customer any unused prepaid Fees following that termination applicable to those previously purchased Committed Units. If Google allows Customer to cancel a Committed Unit purchase, Google may require Customer to pay a cancellation Fee (in an amount set forth at the URL designating the Fees for the applicable SKU). Any use of the Services after cancellation or expiration of the Committed Units will be billed at standard Fee rates.
d. No Resell or Transfer. Unless Google agrees otherwise, Customer may not resell or transfer Committed Units.
21.1 General Restrictions.
21.1.1 Operations of Communications Services. Notwithstanding the telecommunication and call related use restrictions in the Agreement, Customer may use the Services in connection with operating communications services under the conditions of this paragraph. Customer represents that: (a) Customer will use the Services for hosting capacity only; (b) Customer or its Customer End Users will arrange and pay for any communications services used in connection with the Services, including transmission or transport to or from Customer End Users; and (c) Customer will obtain and maintain all necessary regulatory authorizations and approvals relating to any product or service Customer provides using the Services. Any breach of the foregoing representation will be a material breach of the Agreement.
21.1.2 Networking. Customer will not, and will not allow third parties under its control to: (i) use the Services to provide a service, Customer Application, or functionality of network transport or transmission (including, but not limited to, IP transit, virtual private networks, or content delivery networks); or (ii) sell bandwidth from the Services.
21.2 The following terms apply only to Google Cloud Interconnect: Partner Interconnect.
21.2.1 Partner. For Partner Interconnect, Customer must independently engage a network service provider ("Cloud Interconnect Partner") who has agreed with Google to supply connectivity between Customer and Google under Google's partner terms for Partner Interconnect. Customer is responsible for any charges for connectivity by the Cloud Interconnect Partner.
21.2.2 Limitations. Customer acknowledges and agrees that Google is not responsible for any aspects of Partner Interconnect provided by the Cloud Interconnect Partner or any issues arising outside of Google's network.
The following terms apply only to the Transfer Appliance Service:
22.1 Customer Representations and Warranties. Customer represents and warrants that it: (a) will timely and reasonably cooperate with Google in connection with the Transfer Appliance Service; (b) will use appropriate security measures to protect the Transfer Appliance Materials while in Customer's control; and (c) will not permit any Transfer Appliance Materials to leave the U.S. state or non-U.S. country to which they were shipped (except as directed by Google or its Subprocessors (as defined in the Data Processing and Security Terms)).
22.2 Customer Acknowledgments. Customer acknowledges and agrees that: (a) Google may use Subprocessors to provide all or part of the Transfer Appliance Service; (b) time is not of the essence; (c) as part of the Transfer Appliance Service, Google may temporarily move the applicable Customer Data to a staging bucket within a Google-owned project accessible to Customer and shortly thereafter delete such Customer Data from the Transfer Appliance Materials, and completion of Customer's decompression and decryption of such Customer Data (or failure to do so within a reasonable number of days specified by Google) will constitute an instruction to Google to delete the applicable Customer Data from the staging bucket; (d) Customer is solely responsible, under its own Project, for any virtual machine instance and destination buckets in which Customer desires to decompress and decrypt the applicable Customer Data; (e) as between the parties, the Transfer Appliance Materials are at all times owned by Google, and title is not transferred to Customer; (f) Customer is responsible for the entire risk of loss of, or damage to, the Transfer Appliance Materials while in its control; (g) the proper functioning of the Transfer Appliance Service is highly dependent on Customer's computing environment, which could contain bugs or incompatible variations which are outside of Google's control; (h) Google will attempt to provide Customer with the requested Transfer Appliance model, but due to availability issues, may instead provide a different Transfer Appliance model; (i) Google will invoice Customer, and Customer will pay, for the use of the Transfer Appliance Service based on the price list published at https://cloud.google.com/transfer-appliance/docs/2.0/pricing; (j) technical support for the Transfer Appliance Service is provided only as described in the Transfer Appliance Service documentation; (k) in case of cross-border shipments of the Transfer Appliance Materials, Customer may be responsible for the export clearance of the Transfer Appliance Materials, Google may designate a carrier to act as Customer's agent with the relevant customs and tax authorities to import or export the Transfer 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; and (l) 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; there are no refunds.
The following terms apply only to the Cloud Firestore Service:
23.1 Data Storage. If applicable, Customer may have an option to select via the Service whether the Core Cloud Firestore Customer Data will be stored in either the United States or the European Union, and Google will store it according to the option selected ("Cloud Firestore Data Location Setting").
23.2 Transient Storage. Core Cloud Firestore Customer Data may be stored transiently or cached in any country in which Google or its agents maintain facilities.
23.3 Limitations. No Cloud Firestore Data Location Setting will apply to Core Cloud Firestore Customer Data copied by Customer or a Customer End User to another location or used with other Google products and services (including other Services, except to the extent Customer has selected the same Data Location Setting for that other Service).
The following terms apply only to Identity Platform:
24.1 Phone Authentication. Phone numbers that Customer's End Users provide for authentication will be sent and stored for a limited time by Google, together with phone numbers that other Google customers' end users provide for authentication, to improve our spam and abuse prevention across Google services. Phone numbers are not logically isolated for a given customer's end users. Customers should ensure they have appropriate end-user consent prior to using the Identity Platform phone number sign-in service.
24.2 Use of Google Sign-In. Use of Google Sign-In as a method of authentication is subject to Google's API Services: User Data Policy.
24.3 Use of Third-Party Sign-In Services. Use of any supported third-party federated sign-in service with Identity Platform may be subject to separate, third-party terms. Google is not responsible for the operation or behavior of third-party services.
24.4 Documentation. Documentation for Identity Platform is stated at: https://cloud.google.com/identity-cp/docs/.
The following terms apply only to the Cloud Identity Services:
25.1 Subsequent Governing Agreement. If Customer subsequently enters into a separate agreement under which Google or a Google Affiliate agrees to provide Cloud Identity Services, then that subsequent agreement will supersede this Agreement with respect to Cloud Identity Services. If this Agreement terminates or expires, then, if applicable, Google will continue to provide Cloud Identity Services in accordance with the Cloud Identity Agreement, unless or until such agreement is terminated or expires in accordance with its terms. "Cloud Identity Agreement" means an agreement for the provision of Cloud Identity Services entered into by the parties prior to termination or expiry of this Agreement.
25.2 Customer Domain Name. Customer is responsible for obtaining and maintaining any rights necessary for Customer's and Google's use of the Customer Domain Names under the Agreement. Google may require that Customer verify that Customer owns or controls the Customer Domain Names. If Customer does not own or control the Customer Domain Names, then Google will have no obligation to provide the Services to Customer.
25.3 Administration of the Services. Customer may specify one or more Administrators through the Services who will have the rights to access Admin Account(s) and to administer the Services. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access and use the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google's responsibilities do not extend to the internal management or administration of the Services for Customer.
25.4 Administrator Access and Consent. Administrators will have the ability to access the Services to monitor, use, modify, or withhold or disclose any data in the Services. Customer will obtain and maintain all required consents to allow: (a) Administrators to have such access as described in this Agreement; and (b) Google's provision of the Services.
25.5 Additional Products. Google makes optional Additional Products available to Customer and its End Users. Customer's use of Additional Products is subject to the Additional Product Terms.
25.6 TSS. Customer will, at its own expense, respond to questions and complaints relating to Customer's use of the Services. Where expressly stated that TSS is available and applicable, and for an additional charge, Google will provide TSS for the Services in accordance with the applicable TSS Guidelines.
25.7 Service Levels. Where expressly stated that the SLAs are available and applicable, and for an additional charge, Google will provide the Services in accordance with the SLAs.
25.8 URL Terms. The URL Terms for the Services are the AUP, SLA, and TSSG as defined in this section.
25.9 Definitions.
The following terms apply only to Access Approval:
Service Disruption; SLAs. By using Access Approval, Customer acknowledges that Access Approval may disrupt Customer’s use of the Services, including the availability of the Services and Customer Application(s) to Customer End Users. Google will not be responsible or liable for any disruption or loss as a result of Customer denying or delaying approval via Access Approvals. The SLAs do not apply to any Service disruption impacted by Customer’s use of Access Approval.
27. Phishing ProtectionThe following terms apply only to Phishing Protection:
Content Submission. Phishing Protection provides Customer the ability to voluntarily submit system information and page content ("Phishing Protection Content") to Google to help detect dangerous applications and websites. Customer acknowledges and agrees that (i) Google may use any Phishing Protection Content to provide, maintain, protect, and improve Google’s products and services; (ii) Phishing Protection Content is not Confidential Information or Customer Data; and (iii) Google may share Phishing Protection Content with third parties including other Google customers and users.
28. reCAPTCHA EnterpriseThe following terms apply only to reCAPTCHA Enterprise:
28.1 Data Use. Customer acknowledges and agrees that reCAPTCHA Enterprise works by collecting hardware and software information, such as device and application data, and sending this data to Google for analysis. The information collected in connection with Customer’s use of the reCAPTCHA Enterprise Service will be used for providing, maintaining, and improving reCAPTCHA Enterprise and for general security purposes. It will not be used for personalized advertising by Google.
28.2 Privacy Policy. Customer will comply with all applicable privacy laws and regulations, including those applying to personal data. Customer will provide and adhere to a privacy policy for its API client that clearly and accurately describes to applicable Customer End Users what user information Customer collects and how Customer uses and shares such information (including for advertising) with Google and third parties. Customer will be responsible for providing any necessary notices or consents for the collection and sharing of this data with Google. For Customer End Users in the European Union, Customer and its API client(s) must comply with the EU User Consent Policy.
28.3 Terms. Customer agrees to explicitly inform applicable Customers End Users that Customer has implemented reCAPTCHA Enterprise on its properties and that Customer End Users’ use of reCAPTCHA Enterprise is subject to the Privacy Policy and Terms of Use. reCAPTCHA Enterprise may only be used to fight spam and abuse on Customer’s properties; reCAPTCHA Enterprise may not be used for any other purposes, such as determining credit worthiness, employment eligibility, financial status, or insurability of a user.
The following terms apply to all Software:
29.1 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 solely on systems owned, operated, or managed by or on behalf of Customer in accordance with (i) the Agreement, and (ii) if applicable, the License Scope. Customer may authorize its and its Affiliates’ employees, agents, and subcontractors (collectively, "Software Users") to use the Software in accordance with this Section 29.1 (License), so long as Customer remains responsible and liable for all acts and omissions of its Affiliates and their respective personnel. In addition to what is permitted by the License Scope, Customer may make a reasonable number of copies of the Software solely for back-up and archival purposes.
"License Scope" means any limits on installation or usage described at the Fees URL, including, for example, the number of seats, users, actual or virtual hardware deployments (such as vCPUs), installations, software activations, length of deployment, or similar metrics, or other terms or guidelines associated with the applicable billing and payment plan.
29.2 Documentation. Documentation may be provided that describes the appropriate operation of the Software, including a description of how Software is properly accessed, used, and configured, and whether and how the Software collects and processes data. If the Documentation describes restrictions on how Applications may interact with, or Customer may use, the Software, then Customer will comply with those restrictions.
29.3 Use Restrictions. Customer will not, and will ensure that Software Users do not, except as expressly permitted in the Agreement or these Service Specific Terms, (a) reproduce, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Software (except to the extent the restriction is expressly prohibited by applicable law or permitted in an applicable open source software license as described in Section 29.6 (Third Party and Open Source Code)); (b) sublicense, transfer, or distribute any of the Software; (c) sell, resell, or otherwise make the Software available to a third party; (d) remove any product identification, proprietary, copyright or other notices contained in the Software; or (e) access or use the Software: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) to transfer to Google any materials or direct Google to perform any activities subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or facilitates the breach of, Export Control Laws; or (v) to direct Google to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
29.4 Compliance With License Scope. To the extent that the License Scope involves a subscription, limits, or fees based on the number of seats, users, actual or virtual hardware deployments (such as vCPUs), installations, software activations, length of deployment, or similar metrics, Google may collect applicable metering data reasonably necessary to verify the use of the Software as described in the applicable Documentation. In addition, upon reasonable written request from Google, Customer will, within 5 business days of Google’s written request, provide a written report describing its usage in accordance with the applicable License Scope of each Software product used by Customer and its Software Users during the requested period. Customer's report will include sufficient data for Google to confirm Customer’s usage during the applicable period. If requested, Customer will provide reasonable assistance and access to information to verify the accuracy of Customer’s Software usage report(s).
29.5 Other Warranties and Compliance.
29.6 Third Party and Open Source Software. Third party components (which may include open source software) and other open source components of the Software may be subject to separate license agreements that Google will provide to Customer with the Software.
The following terms apply only to Premium Software:
30.1 Premium Software Introduction. Google makes certain Software available under the Agreement described as "Premium Software" at https://cloud.google.com/terms/services ("Premium Software"). For clarity, Premium Software does not constitute Services. If Customer obtains any Premium Software, then Customer will pay applicable Fees for Premium Software as described at the Fees URL. Premium Software is Google's Confidential Information.
30.2 Software Warranty.
30.3 Software Indemnification.
30.4 Technical Support. Unless otherwise specified by Google, Google will make TSS available for Premium Software, for an additional charge, in accordance with the TSS Guidelines.
30.5 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 for the applicable component of Premium Software, 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 1 year’s notice from Google. Notwithstanding the foregoing, Google may eliminate maintenance for a version and require upgrading to a maintained version when reasonably necessary to avoid an infringement claim, comply with applicable law, or to address a material security risk.
31.1 "Bucket Lock" means the feature of Google Cloud Storage that allows Customer to set and lock a retention or hold period applicable to Customer Data in a Google Cloud Storage bucket.
31.2 "Bucket Lock Customer Data" means Customer Data stored in Google Cloud Storage with Bucket Lock activated.
31.3 "Committed Purchase(s)" has the meaning given in Section 20.1(a) (Selection and Commitment).
31.4 "Committed Units" means a specified quantity of the Services (e.g., Google App Engine virtual machine instance hours, Google Compute Engine virtual machine instances or cores, Google BigQuery slots, etc.) designated by Customer, for use subject to Section 20.1 (Committed Units), which may include a specified machine type, region, zone, query capacity, and period of time to use.
31.5 "Committed Unit Term" means the period of time (if applicable) within the Term during which Customer may use the Committed Units purchased. The Committed Unit Term (if applicable) will be set forth at the URL designating the Fees for the applicable Committed Unit SKU or in the Order Form or Ordering Document (as applicable), Web Form, Google API, Google command line tool, or Admin Console (as applicable).
31.6 "Compute Engine Configuration Data" means custom attributes, project attributes, tags, resource attributes, forwarding rules, health checks, networks, firewalls, configuration information, and other information about Compute Engine resources.
31.7 "Core App Engine Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application that is running on Google App Engine, where that application accesses Google App Engine through APIs available by using the Google App Engine SDK or Cloud SDK, excluding: (a) authentication information for Customer End Users' Google accounts, (b) information about such data, such as access control lists (ACLs), resource names, configuration data, and operational data such as logs, system events, and metrics, and (c) General Google Account Information.
31.8 "Core BigQuery Customer Data" means only that Customer Data which is uploaded, imported, or created by Customer (or those authorized by Customer) and stored in a Google BigQuery table by the Google BigQuery Service, excluding: (a) authentication information for Customer End Users' Google accounts, (b) information about such Customer Data, such as access control lists (ACLs), dataset and table names, configuration data, and operational data such as logs, system events, and metrics, and (c) General Google Account Information.
31.9 "Core Cloud Bigtable Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Google Cloud Bigtable tools or API for storage by Google Cloud Bigtable, excluding General Google Account Information and information about such Customer Data, such as access control lists (ACLs), bucket and object names, configuration data, and operational data such as logs, system events, and metrics.
31.10 "Core Cloud Firestore Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Cloud Firestore tools or API for storage by Cloud Firestore, excluding (a) authentication information for Customer End Users' Google accounts, (b) information about such data, such as access control lists (ACLs), configuration data, and operational data such as logs, system events, and metrics, and (c) General Google Account Information.
31.11 "Core Cloud Healthcare Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Cloud Healthcare tools or API for storage by Cloud Healthcare, excluding (a) authentication information for Customer End Users' Google accounts, (b) information about such data, such as access control lists (ACLs), resource names, configuration data, and operational data such as logs, system events, and metrics, and (c) General Google Account Information.
31.12 "Core Cloud SQL Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Google Cloud SQL tools or API for storage by Google Cloud SQL, excluding General Google Account Information and information about such Customer Data, such as access control lists (ACLs), instance names, configuration data, and operational data such as logs, system events, and metrics.
31.13 "Core Cloud Storage Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Google Cloud Storage tools or API for storage by Google Cloud Storage, excluding General Google Account Information and information about such Customer Data, such as access control lists (ACLs), bucket and object names, configuration data, and operational data such as logs, system events, and metrics.
31.14 "Core Compute Engine Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Google Compute Engine tools or API for storage by Google Compute Engine, excluding General Google Account Information and information about such Customer Data, such as access control lists (ACLs), resource names, Compute Engine Configuration Data, and operational data such as logs, system events, and metrics.
31.15 "Core Datastore Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Google Cloud Datastore tools or API for storage by Google Cloud Datastore, excluding (a) authentication information for Customer End Users' Google accounts, (b) information about such data, such as access control lists (ACLs), configuration data, and operational data such as logs, system events, and metrics, and (c) General Google Account Information.
31.16 "Core Firebase Storage Customer Data" means only that Customer Data which is uploaded by Customer (or those authorized by Customer) or stored by a Customer Application using the Cloud Storage for Firebase tools or API for storage by Cloud Storage for Firebase, excluding General Google Account Information and information about such Customer Data, such as Firebase Security Rules for Cloud Storage, access control lists (ACLs), bucket and object names, configuration data, and operational data such as logs, system events, and metrics.
31.17 "Data Location Settings" means, in aggregate, the App Engine Data Location Setting, the Cloud Bigtable Data Location Setting, the Cloud Storage Data Location Setting, the Cloud SQL Data Location Setting, the Compute Engine Data Location Setting, the Datastore Data Location Setting, the BigQuery Data Location Setting, and the Firebase Storage Data Location Setting.
31.18 "Documentation" means the then-current Google documentation made available by Google to its customers for use with the Services at https://cloud.google.com/docs/.
31.19 "General Google Account Information" means any data provided when Customer creates its general Google account (either under a gmail.com address or an email address provided under the G Suite product line).
31.20 "Package Purchase" means Customer's commitment to purchase a specified package of the Services over a specified period of time, whether Customer uses those Services or not. A Package Purchase may be made using the Admin Console or the Order Form or Ordering Document (if applicable).
31.21 "Transfer Appliance Materials" means the materials provided by Google or its Subprocessors in connection with the Transfer Appliance Service, including hardware and software.
32.1 Disclaimer. Google's suppliers will have no liability arising out of or relating to the Agreement.
32.2 Red Hat Enterprise Linux. Customer's use of the Red Hat Enterprise Linux product, provided by Google in conjunction with Google Compute Engine is subject to the terms and conditions set forth at http://www.redhat.com/licenses/cloud_cssa/.
32.3 Microsoft Products. Customer's use of the Microsoft products, which may include associated media, printed materials, and "online" or electronic documentation (individually and collectively, "Microsoft Products"), provided by Google in conjunction with Google Compute Engine is subject to the following terms and conditions.
32.4 NVIDIA Drivers. Customer's use of NVIDIA software components provided by Google in conjunction with the Services is subject to the terms and conditions below. In addition, the following NVIDIA software components: GRID, Tesla Driver, Cuda Toolkit, cuDNN, TensorRT, NVENC, NVCUVID, NVML and nvidia-aml, may be used solely with the Services for compute and offline graphics purposes.
(A) NVIDIA License Agreement - General
NVIDIA CLOUD END USER LICENSE AGREEMENT
Release Date: August 25, 2016
IMPORTANT – READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE This Cloud End User License Agreement ("EULA"), made and entered into as of the time and date of click through action ("Effective Date"), is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS EULA, IN WHICH CASE "YOU" WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON'T HAVE SUCH AUTHORITY, OR IF YOU DON'T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
1. LICENSE.
1.1 License Grant. Subject to the terms of this EULA, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense, during the term of this EULA to access and use the Software for compute purposes and, if applicable, use Documentation provided with the Software as part of a software as a service solution provided to you by an approved NVIDIA cloud service provider. Compute purposes expressly excludes interactive graphics functionality.
1.2 Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms in Section 1 solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in this EULA, and (ii) such Contractor's access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of this EULA by your Enterprise and Contractors. Any act or omission that if committed by you would constitute a breach of this EULA shall be deemed to constitute a breach of this EULA if committed by your Enterprise or Contractors.
1.3 No Support. NVIDIA is under no obligation to provide support for the Licensed Software or to provide any error corrections or updates to the Licensed Software under this EULA.
2. LIMITATIONS.
2.1 License Restrictions. Except as expressly authorized in this EULA, you agree that you will not (nor allow third parties to): (i) copy and use Software outside of the authorized software as a service solution; (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; (viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application ("Critical Applications"), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in this EULA shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such use.
2.2 Third Party License Obligations. You acknowledge and agree that the Licensed Software may include or incorporate third party technology (collectively "Third Party Components"), which is provided for use in or with the Software and not otherwise used separately. If the Licensed Software includes or incorporates Third Party Components, then the third-party pass-through terms and conditions ("Third Party Terms") for the particular Third Party Component will be bundled with the Software or otherwise made available online as indicated by NVIDIA and will be incorporated by reference into this EULA. In the event of any conflict between the terms in this EULA and the Third Party Terms, the Third Party Terms shall govern. Copyright to Third Party Components are held by the copyright holders indicated in the copyright notices indicated in the Third Party Terms.
2.3 Limited Rights. Your rights in the Licensed Software are limited to those expressly granted in Section 1 and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all other rights, title and interest in and to the Licensed Software not expressly granted under this EULA.
3. CONFIDENTIALITY. Neither party will use the other party's Confidential Information, except as necessary for the performance of this EULA, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA or its Affiliates, you, your Enterprise or your Contractors that have a need to know such Confidential Information for the performance of this EULA, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms and conditions of this EULA as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
4. OWNERSHIP. The Licensed Software and all modifications, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA and its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that would impair NVIDIA's and/or its licensors' Intellectual Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA's licensors are intended third party beneficiaries with the right to enforce provisions of this EULA with respect to their Confidential Information and/or Intellectual Property Rights.
5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.
6. NO WARRANTIES. THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED) ARE PROVIDED BY NVIDIA "AS IS" AND "WITH ALL FAULTS," AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR NVIDIA CONFIDENTIAL INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA'S OBLIGATIONS UNDER THIS EULA ARE FOR THE BENEFIT OF YOU ONLY. Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA'S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED TEN U.S. DOLLARS (US$10.00). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THIS EULA SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in this EULA form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this EULA, including, without limitation, the economic terms, would be substantially different.
8. TERM AND TERMINATION. This EULA and your license rights hereunder shall become effective upon the Effective Date and shall remain in effect for the duration of your licenses, unless earlier terminated as provided in this section. This EULA may be terminated upon written notice in the event of breach of any of the terms of this EULA. Termination of this EULA shall not release the parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this EULA to survive termination. Notwithstanding the foregoing, the party terminating this EULA shall incur no additional liability merely by virtue of such termination. Termination of this EULA regardless of cause or nature shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby. Upon any expiration or termination of this EULA (i) you must promptly discontinue use of the Licensed Software, and (ii) you must promptly destroy or return to NVIDIA all copies of the Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party's Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Sections 2 through 10 will survive the expiration or termination of this EULA for any reason.
9. CONSENT TO COLLECTION AND USE OF INFORMATION.
You hereby agree and acknowledge that the Software may access, collect non-personally identifiable information about, update, and configure your Enterprise computer systems in order to (a) properly optimize such systems for use with the Software, (b) deliver software and services, or content through the Software, (c) optimize, maintain, repair and/or administer NVIDIA products and services, and/or (d) deliver marketing communications. Information collected by the Software includes, but is not limited to, Customer System's (i) hardware configuration and ID, (ii) operating system and driver configuration, (iii) installed applications, (iv) applications settings, performance, and usage metrics, and (iv) usage metrics of the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software.
In connection with the receipt of the Licensed Software you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations.
To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.
10. MISCELLANEOUS.
10.1 Compliance with Terms. During the term of this EULA and for a period of three (3) years thereafter, you will maintain all usual and proper books and records of account relating to the Licensed Software provided under this EULA and to cooperate with your cloud service provider or its Affiliates to verify your compliance with the terms of this EULA. You further agree that your cloud service provider or its Affiliates and NVIDIA may exchange information regarding your use of the Licensed Software and your compliance with the terms of this EULA.
10.2 Indemnity. You agree to defend, indemnify and hold harmless NVIDIA and its Affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney's fees and costs incident to establishing the right of indemnification) arising out of or related to you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of this EULA or any other breach of the terms of this EULA.
10.3 U.S. Government Legend. The Licensed Software has been developed entirely at private expense and is "commercial items" consisting of "commercial computer software" and "commercial computer software documentation" provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this EULA pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.
10.4 Export Control. You acknowledge that the Licensed Software described under this EULA is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this EULA, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the Licensed Software.
10.5 General. This EULA constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. This EULA and the rights and obligations hereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer this EULA and its rights and obligations hereunder, and if to a non-Affiliate you will be notified. Each party acknowledges and agrees that the other is an independent contractor in the performance of this EULA, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. Neither party will be responsible for any failure or delay in its performance under this EULA (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such event of force majeure continues in effect. This EULA will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in this EULA may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of this EULA is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative. Any amendment or waiver under this EULA must be in writing and signed by representatives of both parties. Any notice delivered by NVIDIA to you under this EULA will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.
GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this EULA, shall have the meanings set forth below:
a. "Affiliate" means any legal entity that Owns, is Owned by, or is commonly Owned with a party. "Own" means having more than 50% ownership or the right to direct the management of the entity.(B) NVIDIA License Agreement for GRID
NVIDIA CLOUD END USER LICENSE AGREEMENT
(ONE LICENSE PER EACH GOOGLE CLOUD PLATFORM CONNECTED USER)
Release Date: September 18, 2017
IMPORTANT – READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE This Cloud End User License Agreement ("EULA"), made and entered into as of the time and date of click through action ("Effective Date"), is a legal agreement between you and NVIDIA Corporation ("NVIDIA") and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS EULA, IN WHICH CASE "YOU" WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON'T HAVE SUCH AUTHORITY, OR IF YOU DON'T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
1. LICENSE.
1.1 License Grant. Subject to the terms of this EULA, NVIDIA hereby grants you a nonexclusive, non-transferable license, without the right to sublicense, during the term of this EULA to access and use the Software as part of the Google Cloud Platform solution provided to you by an approved service provider for virtual workstation and/or compute purposes only, in accordance with the Documentation (if any provided). Each CCU requires a separate license. "Concurrent Connected Users" or "CCUs" means individual users simultaneously accessing or using the Software, in the context of using the software as a service solution. Each license provided under this EULA is provided for use within the Google Cloud Platform solution.
1.2 Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms in Section 1 solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in this EULA, and (ii) such Contractor's access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of this EULA by your Enterprise and Contractors. Any act or omission that if committed by you would constitute a breach of this EULA shall be deemed to constitute a breach of this EULA if committed by your Enterprise or Contractors.
1.3 No Support. NVIDIA is under no obligation to provide support for the Licensed Software or to provide any error corrections or updates to the Licensed Software under this EULA.
2. LIMITATIONS.
2.1 License Restrictions. Except as expressly authorized in this EULA, you agree that you will not (nor allow third parties to): (i) copy and use Software outside of the authorized software as a service solution; (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; (viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application ("Critical Applications"), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in this EULA shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such use. You agree to defend, indemnify and hold harmless NVIDIA and its Affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney's fees and costs incident to establishing the right of indemnification) arising out of or related to you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of the AGREEMENT or any other breach of the terms of this EULA.
2.2 Third Party License Obligations. The Licensed Software may come bundled with, or otherwise include or be distributed with, third party software licensed by an NVIDIA supplier and/or open source software provided under an open source license (Open Source Software) (collectively, "Third Party Software"). Notwithstanding anything to the contrary herein, Third Party Software is licensed to you subject to the terms and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete agreement, click-through license, or electronic license terms accepted at the time of installation and any additional terms or agreements provided by the third party licensor ("Third Party License Terms"). Use of the Third Party Software by you shall be governed by such Third Party License Terms, or if no Third Party License Terms apply, then the Third Party Software is provided to you as-is for use in or with the Licensed Software and not otherwise used separately. Copyright to Third Party Software is held by the copyright holders indicated in the Third Party License Terms.
2.3 Limited Rights. Your rights in the Licensed Software are limited to those expressly granted in Section 1 and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all other rights, title and interest in and to the Licensed Software not expressly granted under this EULA.
3. CONFIDENTIALITY. Neither party will use the other party's Confidential Information, except as necessary for the performance of this EULA, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA or its Affiliates, you, your Enterprise or your Contractors that have a need to know such Confidential Information for the performance of this EULA, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party's Confidential Information or the terms and conditions of this EULA as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
4. OWNERSHIP. The Licensed Software and all modifications, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA or its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that would impair NVIDIA's and/or its licensors' Intellectual Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA's licensors are intended third party beneficiaries with the right to enforce provisions of this EULA with respect to their Confidential Information and/or Intellectual Property Rights.
5. FEEDBACK. You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.
6. NO WARRANTIES. THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED) ARE PROVIDED BY NVIDIA "AS IS" AND "WITH ALL FAULTS," AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR NVIDIA CONFIDENTIAL INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA'S OBLIGATIONS UNDER THIS EULA ARE FOR THE BENEFIT OF YOU ONLY. Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA'S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED TEN U.S. DOLLARS (US$10.00). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THIS EULA SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in this EULA form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this EULA, including, without limitation, the economic terms, would be substantially different.
8. TERM AND TERMINATION. This EULA and your license rights hereunder shall become effective upon the Effective Date and shall remain in effect for the duration of your licenses, unless earlier terminated as provided in this section. This EULA may be terminated upon written notice in the event of breach of any of the terms of this EULA. Termination of this EULA shall not release the parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this EULA to survive termination. Notwithstanding the foregoing, the party terminating this EULA shall incur no additional liability merely by virtue of such termination. Termination of this EULA regardless of cause or nature shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby. Upon any expiration or termination of this EULA (i) you must promptly discontinue use of the Licensed Software, and (ii) you must promptly destroy or return to NVIDIA all copies of the Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party's Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Sections 2 through 10 will survive the expiration or termination of this EULA for any reason.
9. CONSENT TO COLLECTION AND USE OF INFORMATION.
You hereby agree and acknowledge that the Software may access, collect non-personally identifiable information about, update, and configure your Enterprise computer systems in order to (a) properly optimize such systems for use with the software, (b) deliver software and services, or content through the software, (c) optimize, maintain, repair and/or administer NVIDIA products and services, and/or (d) deliver marketing communications. Information collected by the software includes, but is not limited to, Customer System's (i) hardware configuration and ID, (ii) operating system and driver configuration, (iii) installed applications, (iv) applications settings, performance, and usage metrics, and (iv) usage metrics of the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software.
In connection with the receipt of the Licensed Software you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations.
To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA's privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.
10. MISCELLANEOUS.
10.1 Compliance with Terms. During the term of this EULA and for a period of three (3) years thereafter, you will maintain all usual and proper books and records of account relating to the Licensed Software provided under this EULA and to cooperate with your cloud service provider or its Affiliates to verify your compliance with the terms of this EULA. You further agree that your cloud service provider or its Affiliates and NVIDIA may exchange information regarding your use of the Licensed Software and your compliance with the terms of this EULA.
10.2 U.S. Government Legend. The Licensed Software has been developed entirely at private expense and is "commercial items" consisting of "commercial computer software" and "commercial computer software documentation" provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this EULA pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.
10.3 Export Control.. You acknowledge that the Licensed Software described under this EULA is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this EULA, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the Licensed Software.
10.4 General. This EULA constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. This EULA and the rights and obligations hereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer this EULA and its rights and obligations hereunder, and if to a non-Affiliate you will be notified. Each party acknowledges and agrees that the other is an independent contractor in the performance of this EULA, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. Neither party will be responsible for any failure or delay in its performance under this EULA (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such event of force majeure continues in effect. This EULA will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in this EULA may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of this EULA is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative. Any amendment or waiver under this EULA must be in writing and signed by representatives of both parties. Any notice delivered by NVIDIA to you under this EULA will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.
GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this EULA, shall have the meanings set forth below:
a. "Affiliate" means any legal entity that Owns, is Owned by, or is commonly Owned with a party. "Own" means having more than 50% ownership or the right to direct the management of the entity.Except as otherwise noted, the content of this page is licensed under the Creative Commons Attribution 4.0 License, and code samples are licensed under the Apache 2.0 License. For details, see the Google Developers Site Policies. Java is a registered trademark of Oracle and/or its affiliates.
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