CLOUD DATAPREP BY TRIFACTA - TERMS OF SERVICE
GOOGLE CLOUD PLATFORM
CLOUD DATAPREP BY TRIFACTA - TERMS OF SERVICE
DATED: May, 24 2018
This Cloud Dataprep by Trifacta Agreement (the "Agreement") is made and entered into between Google and the entity agreeing to these terms ("Customer"). "Google" means either (i) Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if Customer's billing address is in any country within Europe, the Middle East, or Africa ("EMEA"), (ii) Google Asia Pacific Pte. Ltd., with offices at 8 Marina View Asia Square 1 #30-01 Singapore 018960, if Customer's billing address is in any country within the Asia Pacific region ("APAC"), or (iii) Google LLC., with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if Customer's billing address is in any country in the world other than those in EMEA and APAC.
This Agreement governs Customer's access to and use of Cloud Dataprep by Trifacta managed service (the "Managed Service") and is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; (iii) you agree, on behalf of Customer, to this Agreement; and (iv) your use of the Managed Service is for COMMERCIAL/BUSINESS PURPOSES ONLY AND NOT FOR CONSUMER USE. If you do not have the legal authority to bind Customer, do not understand this Agreement, or don't agree to any of its terms, please do not click to accept, or use the Managed Service.
- Use of the Managed Service.
- Managed Service Use. The Managed Service is an online service that enables Customer to access the Managed Service and deploy Licensed Materials made available by Third Party Vendor via the Cloud Platform under a Google provisioning and billing framework. Customer’s use of: (i) the Google Cloud Platform; (ii) any Google licensed materials subject to a separate Google Cloud Platform SKU; or (iii) Licensed Materials is not governed by this Agreement and is governed by the Google Cloud Platform Terms of Service or the Customer Agreement, as applicable. Customer acknowledges and agrees the Managed Service is not wholly owned, created, serviced, or endorsed by Google and that the Licensed Materials are not owned, created, or endorsed by Google. Google makes no representation or warranty that the Managed Service listings, descriptions, or displays are accurate, complete, or up to date. Google does not monitor, control, or assume any liability associated with use of the Managed Service or related Licensed Materials and is not responsible for the quality, accuracy and/or nature of the Managed Service or Licensed Materials. Subject to this Agreement, during the Term, Customer may use the Managed Service. Additional terms regarding Customer's use of the Managed Services and terms related to the Licensed Materials will be established under the Customer Agreement between Third Party Vendor and Customer.
- Accounts. Customer must have an Account to use the Managed Service and is responsible for the information it provides to create the Account, the security and passwords for its Account, and for any use (or Authorized User's use) of its Account. If Customer becomes aware of any unauthorized use of its Account, Customer will notify Google as promptly as possible.
- New Applications and Services. Google may make new applications, tools, features or functionality related to the Managed Service available from time to time the use of which may be contingent upon Customer's agreement to additional terms.
- Links to Third Party Sites. The links made available on the Managed Service web pages may allow Customer to leave the Managed Service's website to go to sites/pages not controlled by Google ("Linked Site(s)"). Google is not responsible for the Linked Sites (or any weblink/URL contained on them) in any way, including their contents, security, data collection or use, or privacy practices. Any access Google provides to Linked Sites is done solely as a Customer convenience, and the inclusion of any link to a Linked Site does not imply endorsement by Google of the Linked Site.
- To the Managed Service. Google may make changes to the Managed Service at any time.
- To the Agreement. Google may make changes to this Agreement, including Fees (and any linked documents) from time to time. Google will post any changes to this Agreement to the Terms URL, and all changes will be effective immediately after posting. Google advises Customer to review the latest version of the Agreement at the Terms URL prior to using the Managed Service or any Licensed Materials to stay informed of the most current Agreement terms applicable to such use. Unless otherwise noted by Google, material changes to the Agreement will become effective 14 days after they are posted to the Terms URL, except if the changes apply to new functionality or are required by applicable law in which case they will be effective immediately after they are posted to the Terms URL. If Customer does not agree to any changes to the Agreement, Customer will stop using the Managed Service . Any use of the Managed Service after the posting and effective date of any changes to the Agreement to the Terms URL will constitute Customer's acceptance of the Agreement as modified.
- To Fees. Google may change Fees at any time.
- Payment Terms.
- Usage and Invoicing. Customer will pay for all Fees based on Customer's (or Authorized Users') use of the Managed Service and Licensed Materials during the Term. Google will invoice Customer on a monthly basis for those Fees accrued at the end of each month unless otherwise stated in the product description for the Managed Service purchased. If Customer or Authorized Users commit to pay any minimum amount of Fees (including in relation to any promotion or discount), Customer will be responsible for the payment of such Fees even after any termination of the Agreement.
- Payment. All Fees are due thirty (30) days from the invoice date. Customer's obligation to pay all Fees applicable to the Term is non-cancellable. All payments due are in the currency stated in the invoice. Payments made via wire transfer must include the following instructions:
|Wells Fargo Bank
|Palo Alto, California
- Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Managed Service and Licensed Materials without any reduction for Taxes. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale.
- Invoice Disputes. Any invoice disputes must be submitted before the invoice due date. If Google determines that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice, and Customer will be responsible for paying the resulting net balance due on that invoice. In any event, all sales are final, and no refunds, waivers, or credits of any Fees will be granted except in Google’s sole discretion.
- Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting such delinquent amounts except where such delinquent amounts are due to Google's billing inaccuracies. If Customer is delinquent on payments for the Managed Service and any Licensed Materials, all use of the Managed Service, and/or any Licensed Materials may be suspended by Google or its Third Party Vendor.
- Purchase Orders.
- Required. If Customer requires a purchase order number on its invoice, Customer will inform Google and issue a purchase order to Google. If Customer requires a purchase order, and fails to provide the purchase order to Google, then Google will not be obligated to provide the Managed Service until the purchase order has been received by Google. If Customer requires an updated purchase order to cover its actual usage under this Agreement, then Customer will provide an additional purchase order to Google. If Customer fails to provide a purchase order to cover its actual usage, then Customer waives any purchase order requirement, and: (a) Google will invoice Customer without a purchase order number; and (b) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order do not apply to this Agreement and are null and void.
- Not Required. If Customer does not inform Google of a need for a purchase order, Customer waives the purchase order requirement, and: (a) Google will invoice Customer without a purchase order; and (b) Customer will pay invoices without a purchase order.
- Customer Obligations.
- Compliance. Customer is solely responsible for its Customer Data and for making sure its (and Authorized Users') use of the Managed Service and Licensed Materials comply with the terms of this Agreement and any Customer Agreement with the Third Party Vendor. Customer is responsible for ensuring all Authorized Users comply with Customer's obligations under the Agreement and any Customer Agreement.
- Privacy. Customer will protect the privacy and legal rights of its Authorized Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from Customer. Customer may have the ability to access, monitor, use, or disclose Customer Data submitted by Authorized Users through Licensed Materials deployed through the Managed Service. Customer will obtain and maintain any required consents from Authorized Users to allow Customer's access, monitoring, use and disclosure of any Customer Data. Further, Customer will notify its Authorized Users of any Customer Data provided to Google in order to deploy and use Licensed Materials from the Managed Service.
- Restrictions. Customer will not, and will not allow third parties under its direction to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Managed Service or Licensed Materials or use the Managed Service to directly or indirectly create, train, or improve a substantially similar service or product to the Managed Service (except to the extent such restrictions are expressly prohibited by applicable law); (b) use the Managed Service or Licensed Materials for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Managed Service or Licensed Materials separate from any integrated Application; (d) access the Managed Service or allow any other user (including any Authorized Users) to access the Managed Service in a manner intended to avoid incurring Fees or viewing or accepting the Agreement or any other applicable terms; (e) engage in, promote or encourage illegal activity; (f) use the Managed Service or Licensed Materials for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website); (g) use the Managed Service or Licensed Materials to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (h) interfere with the use of the Managed Service or Licensed Materials, or any equipment used to provide the Managed Service or Licensed Materials; (i) disable, interfere with or circumvent any aspect of the Managed Service or Licensed Materials; (j) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ("spam"); or (k) use the Managed Service or Licensed Materials, or any interfaces provided by the Managed Service or Licensed Materials, to access any other Google product or service in a manner that violates or avoids the terms of service of such other Google product or service. Unless otherwise specified in writing by Google, Google does not intend use of the Managed Service or Licensed Materials to create obligations under HIPAA, and makes no representations that the Managed Service or Licensed Materials satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Managed Service or Licensed Materials for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Google.
- Third Party License Terms. Licensed Materials (which may include open source software) deployed via the Managed Service are subject to separate third party license agreements, and by agreeing to this Agreement, Customer also agrees to any applicable third party license agreements related to Customer's use of any Licensed Materials deployed via the Managed Service. Customer will also be required to agree to the Customer Agreement before using the Managed Service ordeploying the Licensed Materials. However, no third party license agreement may limit the parties' obligations and rights under this Agreement, except that, to the limited extent an open source software license expressly supersedes this Agreement, that third party license governs Customer's use of the related Managed Service or Licensed Materials as applicable.
- Documentation. Google may provide Documentation for Customer's use of the Managed Service. The Documentation may specify restrictions (e.g., attribution or HTML restrictions) on how the Applications may be built or the Licensed Materials may be used, and Customer will comply with any such restrictions specified. Google will not be responsible in any manner for any Third Party Vendor-provided security updates/patches described in the Documentation.
- DMCA Policy. Google provides information to help copyright holders manage their intellectual property online, but Google cannot determine whether something is being used legally or not without their input. Google responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to the process stated in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer's or its Authorized Users' copyrights and wants to notify Google, Customer can find information about submitting notices, and Google's policy about responding to notices at http://www.google.com/dmca.html.
- Removal Requests. If Customer believes content should be removed from the Managed Service, Customer can go to the Legal Help Center (https://support.google.com/legal/answer/3110420?rd=1) ) to submit a removal request by selecting "Submit a Legal Request".
- Application and No Multiple Accounts or Bills. Any Application must have material value independent from the Managed Service and Licensed Materials. Google has no obligation to provide multiple bills or Accounts to Customer under the Agreement.
- Suspension and Removals. If Customer becomes aware that any Customer or Authorized User use of the Managed Service violates this Agreement, Customer will immediately cease such use. If Customer or Authorized Users engage in such use or fail to immediately cease any use of the Managed Service in violation of this Agreement, Google may suspend or cancel Customer's Account.
- Intellectual Property Rights; Use of Customer Data; Feedback.
- Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Google or the Third Party Vendor (as applicable) owns all Intellectual Property Rights in the Managed Service, and the Third Party Vendor owns all Intellectual Property Rights in the Licensed Materials.
- Customer Feedback. If Customer provides Google feedback or suggestions about the Managed Service or Licensed Materials, then Google may use that information without obligation to Customer, and Customer irrevocably assigns to Google all right, title, and interest in that feedback or those suggestions.
- Technical Support Services.
- Applications and Projects. Customer is responsible for technical support of its Application and Projects.
- Licensed Materials. Subject to payment of any applicable support Fees, any technical support for Licensed Materials will be provided by the Third Party Vendor on terms that will be between Third Party Vendor and Customer. Google will not be responsible or liable for any technical support to Customer for any Licensed Materials including any security updates/patches provided by Third Party Vendor (even if such updates/patches appear in Google's Documentation).
- Confidential Information. The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
- Term and Termination.
- Agreement Term. This Agreement will remain in effect until terminated by either party.
- Termination of Services. Customer may stop using the Managed Service at any time. Google may discontinue the Managed Service or any portion or feature (including, without limitation, removing any Licensed Materials from the Managed Service or suspending any Account) for any reason at any time without liability to Customer.
- Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees (including Taxes) owed by Customer to Google are immediately due upon receipt of the final invoice; (iii) Customer will cease all use of the Managed Services and any Licensed Materials under this Agreement; (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
- Publicity. Customer is permitted to state publicly that it is a customer of the Managed Service, consistent with the Trademark Guidelines. If Customer wants to display Google Brand Features in connection with its use of the Managed Service or Licensed Materials, Customer must obtain written permission from Google through the process specified in the Trademark Guidelines. Google may include Customer's name or Brand Features in a list of Google customers, online or in promotional materials. Google may also verbally reference Customer as a customer of the Managed Service and of any Licensed Materials used by Customer. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
- Representations. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Managed Service, as applicable.
- Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND RELATED TO THE MANAGED SERVICES OR LICENSED MATERIALS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE MANAGED SERVICES OR LICENSED MATERIALS. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER GOOGLE, NOR ITS SUPPLIERS OR LICENSEES, WARRANT THAT THE OPERATION OF THE MANAGED SERVICES OR THE LICENSED MATERIALS WILL BE ERROR-FREE, MALWARE- FREE, OR UNINTERRUPTED. NEITHER THE MANAGED SERVICES NOR THE LICENSED MATERIALS ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
- Limitation of Liability.
- Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER GOOGLE NOR GOOGLE'S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF GOOGLE OR ITS SUPPLIERS KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GOOGLE NOR GOOGLE'S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE FOR USE OF THE MANAGED SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Google and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, or Customer Data; or (ii) Customer's, or its Authorized Users', use of the Managed Service or any Licensed Materials.
- If Google reasonably believes the Managed Service might infringe a third party's Intellectual Property Rights, then Google may, at its sole option and expense: (a) procure the right for Customer to continue using the Managed Service; (b) modify the Managed Service to make it non-infringing without materially reducing their functionality; or (c) replace the Managed Service with a non-infringing, functionally equivalent alternative.
- If Google does not believe the remedies in Section 12.4.1. are commercially reasonable, then Google may suspend or terminate Customer's use of the Managed Service or the impacted Licensed Materials.
- Sole Rights and Obligations. Without affecting either party's termination rights, this Section 12 states the parties' only rights and obligations under this Agreement for Intellectual Property Rights-related Allegations and Third-Party Legal Proceedings.
- U.S. Federal Agency Users. The Managed Service and Licensed Materials were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements.
- Notices. All notices must be in writing and addressed to the other party's legal department and primary point of contact. All legal notices to Google must be emailed to Google's Legal Department at email@example.com. Customer agrees that Google may use the email address that Customer provides Google for Customer's Account for any notice to Customer. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
- Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
- Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty (30) days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
- Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
- No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
- No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
- Governing Law.
- For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.
- For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.
- For All Other Entities. If Customer is any entity not described in Section 14.10.1. or 14.10.2. then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- Survival. The following Sections will survive expiration or termination of this Agreement: 2 (Payment Terms), 5 (Intellectual Property Rights; Use of Customer Data; Feedback), 7 (Confidential Information), 8.3 (Effects of Termination), 11 (Disclaimer), 12 (Limitation of Liability), 14 (Miscellaneous), and 15 (Definitions).
- Entire Agreement. This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. All agreements regarding Cloud Dataprep Managed Service will be deemed as relating to this Agreement’s subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Google may provide an updated URL in place of any URL in this Agreement.
- Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: (i) the Agreement and (ii) any terms at any URL stated in this Agreement.
- Counterparts. If the parties execute this agreement offline, it may be executed in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.
"Account" means Customer's Google-authorized and approved account to use the Managed Service.
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
"Allegation" means an unaffiliated third party's allegation.
"Application(s)" means any web or other application Customer creates using the Managed Service or Licensed Materials, including any Customer-written source code to be hosted in an Instance or used with the Managed Service or the Licensed Materials.
"Authorized User" will be a user of the Managed Service or related Licensed Materials as explicitly authorized by Customer.
"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
"Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
"Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
"Customer Data" means content provided, transmitted, or displayed via the Managed Service or Licensed Materials by Customer or its Authorized Users.
"Documentation" means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use of the Managed Service or Licensed Materials (including any related information provided via email).
"Fees" means the applicable fees for the Managed Services and any Licensed Materials and any applicable Taxes. Estimates for the Fees are stated in the description of the Managed Service or other Documentation, but Customers Fees may vary from such estimates depending on actual Customer usage.
"Cloud Platform Terms of Service" means the terms of service stated at https://cloud.google.com/terms/ or another applicable and valid written agreement between Customer and Google governing Customer's use of the Google Cloud Platform.
"High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued thereunder.
"Indemnified Liabilities" means any (i) claim, assertion or suit, (ii) settlement amounts approved by the indemnifying party; and (iii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
"Instance" means a virtual machine instance, configured and managed by Customer.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, or moral rights laws, and other similar rights.
"Legal Process" means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
"Project" means a grouping of computing, storage, and API resources provided by Third Party Vendor for Customer, and via which Customer may use the Managed Service.
"Licensed Materials" include, without limitation (but subject to the terms of Section 1.1 (Managed Service Use)), (i) any downloadable tools, software development kits or other such proprietary computer software provided by Google's Third Party Vendor to Customer in connection with use or deployment of the Managed Service, which may be downloaded by Customer.
"Taxes" means any duties, customs fees, or taxes (other than Google's income tax) associated with the purchase of the Licensed Materials, including any related penalties or interest.
"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the Agreement is terminated as specified in this Agreement.
"Terms URL" means https://console.developers.google.com/tos?id=dataprepgoogle
"Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
"Trademark Guidelines" means Google's Guidelines for Third Party Use of Google Brand Features, located at:http://www.google.com/permissions/guidelines.html.
"Third Party Vendor" means, subject to Section 1.1 (Managed Service Use), the third party vendor(s) providing the Managed Service and/or Licensed Materials (i.e., Trifacta, Inc.).