Cloud Data Processing Addendum (Customers)

This Cloud Data Processing Addendum (including its appendices, the “Addendum”) is incorporated into the Agreement(s) (as defined below) between Google and Customer. This Addendum was formerly known as the “Data Processing and Security Terms” under an Agreement for Google Cloud Platform, Looker (original) or Google SecOps Services, the “Data Processing Amendment” under an Agreement for Google Workspace or Cloud Identity or the “Data Processing Addendum” under an Agreement for Mandiant Consulting Services and Managed Services.

1. Overview

This Addendum describes the parties’ obligations, including under applicable privacy, data security, and data protection laws, with respect to the processing and security of Customer Data (as defined below). This Addendum will be effective on the Addendum Effective Date (as defined below), and will replace any terms previously applicable to the processing and security of Customer Data. Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement.

2. Definitions

2.1 In this Addendum:

2.2 The terms “personal data”, “data subject”, “processing”, “controller”, and “processor” as used in this Addendum have the meanings given by Applicable Privacy Law or, absent any such meaning or law, by the EU GDPR.

2.3 The terms “data subject”, “controller” and “processor” include “consumer”, “business”, and “service provider”, respectively, as required by Applicable Privacy Law.

3. Duration

Regardless of whether the applicable Agreement has terminated or expired, this Addendum will remain in effect until, and automatically expire when, Google deletes all Customer Data as described in this Addendum.

4. Roles; Legal Compliance

4.1 Roles of Parties. Google is a processor and Customer is a controller or processor, as applicable, of Customer Personal Data.

4.2 Processing Summary. The subject matter and details of the processing of Customer Personal Data are described in Appendix 1 (Subject Matter and Details of Data Processing).

4.3 Compliance with Law. Each party will comply with its obligations related to the processing of Customer Personal Data under Applicable Privacy Law.

4.4 Additional Legal Terms. To the extent the processing of Customer Personal Data is subject to an Applicable Privacy Law described in Appendix 3 (Specific Privacy Laws), the corresponding terms in Appendix 3 will apply in addition to these General Terms and prevail as described in Section 14.1 (Precedence).

5. Data Processing

5.1 Processor Customers. If Customer is a processor:

a. Customer warrants on an ongoing basis that the relevant controller has authorized:

i. the Instructions;

ii. Customer’s engagement of Google as another processor; and.

iii. Google’s engagement of Subprocessors as described in Section 11 (Subprocessors);

b. Customer will forward to the relevant controller promptly and without undue delay any notice provided by Google under Section 7.2.1 (Incident Notification), 9.2.1 (Responsibility for Requests), or 11.4 (Opportunity to Object to Subprocessors); and

c. Customer may make available to the relevant controller any other information made available by Google under this Addendum about the locations of Google data centers or the names, locations and activities of Subprocessors.

5.2 Compliance with Customer’s Instructions. Customer instructs Google to process Customer Data in accordance with the applicable Agreement (including this Addendum) and applicable law only as follows:

a. to provide, secure, and monitor the Services and TSS (if applicable); and

b. as further specified via:

i. Customer’s use of the Services (including via the Admin Console) and TSS (if applicable); and

ii. any other written instructions given by Customer and acknowledged by Google as constituting instructions under this Addendum

(collectively, the “Instructions”).

Google will comply with the Instructions unless prohibited by European Law, where European Data Protection Law applies, or prohibited by applicable law, where any other Applicable Privacy Law applies.

6. Data Deletion

6.1 Deletion by Customer. Google will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. If Customer uses the Services to delete any Customer Data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an Instruction to Google to delete the relevant Customer Data from Google’s systems in accordance with applicable law. Google will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage, where European Data Protection Law applies, or applicable law requires storage, where any other Applicable Privacy Law applies.

6.2 Return or Deletion When Term Ends. If Customer wishes to retain any Customer Data after the end of the Term, it may instruct Google in accordance with Section 9.1 (Access; Rectification; Restricted Processing; Portability) to return that data during the Term. Subject to Section 6.3 (Deferred Deletion Instruction), Customer instructs Google to delete all remaining Customer Data (including existing copies) from Google’s systems at the end of the Term in accordance with applicable law. After a recovery period of up to 30 days from that date, Google will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage, where European Data Protection Law applies, or applicable law requires storage, where any other Applicable Privacy Law applies.

6.3. Deferred Deletion Instruction. To the extent any Customer Data covered by the deletion instruction described in Section 6.2 (Return or Deletion When Term Ends) is also processed, when the applicable Term under Section 6.2 expires, in relation to an Agreement with a continuing Term, such deletion instruction will take effect with respect to such Customer Data only when the continuing Term expires. For clarity, this Addendum will continue to apply to such Customer Data until its deletion by Google.

7. Data Security

7.1 Google’s Security Measures, Controls and Assistance.

7.1.1 Google’s Security Measures. Google will implement and maintain technical, organizational, and physical measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (Security Measures) (the “Security Measures”). The Security Measures include measures to encrypt Customer Data; to help ensure ongoing confidentiality, integrity, availability and resilience of Google’s systems and services; to help restore timely access to Customer Data following an incident; and for regular testing of effectiveness. Google may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.

7.1.2 Access and Compliance. Google will:

a. authorize its employees, contractors and Subprocessors to access Customer Data only as strictly necessary to comply with Instructions;

b. take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and

c. ensure that all persons authorized to process Customer Data are under an obligation of confidentiality.

7.1.3 Additional Security Controls. Google will make Additional Security Controls available to:

a. allow Customer to take steps to secure Customer Data; and

b. provide Customer with information about securing, accessing and using Customer Data.

7.1.4 Google’s Security Assistance. Google will (taking into account the nature of the processing of Customer Personal Data and the information available to Google) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations relating to security and personal data breaches under Applicable Privacy Law, by:

a. implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Google’s Security Measures);

b. making Additional Security Controls available in accordance with Section 7.1.3 (Additional Security Controls);

c. complying with the terms of Section 7.2 (Data Incidents);

d. making the Security Documentation available in accordance with Section 7.5.1 (Reviews of Security Documentation) and providing the information contained in the applicable Agreement (including this Addendum); and

e. if subsections (a)-(d) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

7.2 Data Incidents.

7.2.1 Incident Notification. Google will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data.

7.2.2 Details of Data Incident. Google’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Google has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Google recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Google’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.

7.2.3 No Assessment of Customer Data by Google. Google has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.

7.2.4 No Acknowledgement of Fault by Google. Google’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Google of any fault or liability with respect to the Data Incident.

7.3 Customer’s Security Responsibilities and Assessment.

7.3.1 Customer’s Security Responsibilities. Without prejudice to Google’s obligations under Sections 7.1 (Google’s Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the applicable Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Google’s or Google’s Subprocessors’ systems, including:

a. using the Services and Additional Security Controls to ensure a level of security appropriate to the risk to the Customer Data;

b. securing the account authentication credentials, systems and devices Customer uses to access the Services; and

c. backing up or retaining copies of its Customer Data as appropriate.

7.3.2 Customer’s Security Assessment. Customer agrees that the Services, Security Measures, Additional Security Controls, and Google’s commitments under this Section 7 (Data Security) provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Data as well as the risks to individuals).

7.4 Compliance Certifications and SOC Reports. Google will maintain at least the following for the Audited Services to verify the continued effectiveness of the Security Measures:

a. certificates for ISO 27001 and any additional certifications described in Appendix 4 (Specific Products) (the “Compliance Certifications”); and

b. SOC 2 and SOC 3 reports produced by Google’s Third-Party Auditor and updated annually based on an audit performed at least once every 12 months (the “SOC Reports”).

Google may add standards at any time. Google may replace a Compliance Certification or SOC Report with an equivalent or enhanced alternative.

7.5 Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. To demonstrate compliance by Google with its obligations under this Addendum, Google will make the Security Documentation available for review by Customer and, if Customer is a processor, allow Customer to request access to the SOC Reports for the relevant controller in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).

7.5.2 Customer’s Audit Rights.

a. Customer Audit. Google will, if required under Applicable Privacy Law, allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) to verify Google’s compliance with its obligations under this Addendum in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). During an audit, Google will reasonably cooperate with Customer or its auditor as described in this Section 7.5 (Reviews and Audits of Compliance).

b. Customer Independent Review. Customer may conduct an audit to verify Google’s compliance with its obligations under this Addendum by reviewing the Security Documentation (which reflects the outcome of audits conducted by Google’s Third-Party Auditor).

7.5.3 Additional Business Terms for Reviews and Audits.

a. Customer must contact Google’s Cloud Data Protection Team to request:

i. access to the SOC Reports for a relevant controller under Section 7.5.1 (Reviews of Security Documentation); or

ii. an audit under Section 7.5.2(a) (Customer Audit).

b. Following a Customer request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on:

i. security and confidentiality controls applicable to any access to the SOC Reports by a relevant controller under Section 7.5.1 (Reviews of Security Documentation); and

ii. the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a) (Customer Audit).

c. Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a) (Customer Audit). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.

d. Google may object in writing to an auditor appointed by Customer to conduct any audit under Section 7.5.2(a) (Customer Audit) if the auditor is, in Google’s reasonable opinion, not suitably qualified or independent, a competitor of Google, or otherwise manifestly unsuitable. Any such objection by Google will require Customer to appoint another auditor or conduct the audit itself.

e. Any Customer requests under Appendix 3 (Specific Privacy Laws) or Appendix 4 (Specific Products) for access to any SOC reports for a relevant controller or for audits will also be subject to this Section 7.5.3 (Additional Business Terms for Reviews and Audits).

8. Impact Assessments and Consultations

Google will (taking into account the nature of the processing and the information available to Google) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations relating to data protection assessments, risk assessments, prior regulatory consultations or equivalent procedures under Applicable Privacy Law, by:

a. making Additional Security Controls available in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation available in accordance with Section 7.5.1 (Reviews of Security Documentation);

b. providing the information contained in the applicable Agreement (including this Addendum); and

c. if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

9. Access; Data Subject Rights; Data Export

9.1 Access; Rectification; Restricted Processing; Portability. During the Term, Google will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Google as described in Section 6.1 (Deletion by Customer), and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by Applicable Privacy Law.

9.2 Data Subject Requests.

9.2.1 Responsibility for Requests. During the Term, if Google’s Cloud Data Protection Team receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Google will:

a. advise the data subject to submit their request to Customer;

b. promptly notify Customer; and

c. not otherwise respond to that data subject’s request without authorization from Customer.

Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

9.2.2 Google’s Data Subject Request Assistance. Google will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its (or, where Customer is a processor, the relevant controller’s) obligations under Applicable Privacy Law to respond to requests for exercising the data subject’s rights by:

a. making Additional Security Controls available in accordance with Section 7.1.3 (Additional Security Controls);

b. complying with Sections 9.1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Responsibility for Requests); and

c. if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.

10. Data Processing Locations

10.1 Data Storage and Processing Facilities. Subject to Google’s data location commitments under the Service Specific Terms and data transfer commitments under Appendix 3 (Specific Privacy Laws), if applicable, Customer Data may be processed in any country where Google or its Subprocessors maintain facilities.

10.2 Data Center Information. The locations of Google data centers are described in Appendix 4 (Specific Products).

11. Subprocessors

11.1 Consent to Subprocessor Engagement. Customer specifically authorizes Google’s engagement as Subprocessors of those entities disclosed as described in Section 11.2 (Information about Subprocessors) as of the Addendum Effective Date. In addition, without prejudice to Section 11.4 (Opportunity to Object to Subprocessors), Customer generally authorizes Google’s engagement of other third parties as Subprocessors (“New Subprocessors”).

11.2 Information about Subprocessors. Names, locations, and activities of Subprocessors are described in Appendix 4 (Specific Products).

11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Google will:

a. ensure via a written contract that:

i. the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the applicable Agreement (including this Addendum); and

ii. if required under Applicable Privacy Laws, the data protection obligations described in this Addendum are imposed on the Subprocessor (as may be further described in Appendix 3 (Specific Privacy Laws)); and

b. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4 Opportunity to Object to Subprocessors.

a. When Google engages any New Subprocessor during the Term, Google will, at least 30 days before the New Subprocessor starts processing any Customer Data, notify Customer of the engagement (including the name, location and activities of the New Subprocessor).

b. Customer may, within 90 days after being notified of the engagement of a New Subprocessor, object by immediately terminating the applicable Agreement for convenience:

i. in accordance with that Agreement's termination for convenience provision; or

ii. if there is no such provision, by notifying Google.

12. Cloud Data Protection Team; Processing Records

12.1 Cloud Data Protection Team. Google’s Cloud Data Protection Team will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Data under the applicable Agreement and can be contacted as described in the Notices section of the applicable Agreement or in Appendix 4 (Specific Products).

12.2 Google’s Processing Records. Google will keep appropriate documentation of its processing activities as required by Applicable Privacy Law. To the extent any Applicable Privacy Law requires Google to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console or other means identified in Appendix 4 (Specific Products) to supply such information and keep it accurate and up-to-date. Google may make any such information available to competent regulators, including a Supervisory Authority, if required by Applicable Privacy Law.

12.3 Controller Requests. During the Term, if Google’s Cloud Data Protection Team receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Google will advise the third party to contact Customer.

13. Notices

Notices under this Addendum (including notifications of any Data Incidents) will be delivered to the Notification Email Address. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.

14. Interpretation

14.1 Precedence. To the extent of any conflict between:

a. Appendix 3 (Specific Privacy Laws) and the remainder of the Addendum (including Appendix 4 (Specific Products)), Appendix 3 will prevail; and

b. Appendix 4 (Specific Products) and the remainder of the Addendum (excluding Appendix 3), Appendix 4 will prevail; and

c. this Addendum and the remainder of the Agreement, this Addendum will prevail.

For clarity, if Customer has more than one Agreement, this Addendum will amend each of the Agreements separately.

14.2 Section References. Unless indicated otherwise, section references in any Appendix to this Addendum refer to sections of the General Terms of the Addendum.

Subject Matter

Google’s provision of the Services and TSS (if applicable) to Customer.

Duration of the Processing

The Term plus the period from the end of the Term until deletion of all Customer Data by Google in accordance with this Addendum.

Nature and Purpose of the Processing

Google will process Customer Personal Data for the purposes of providing the Services and TSS (if applicable) to Customer in accordance with this Addendum.

Categories of Data

Data relating to individuals provided to Google via the Services, by (or at the direction of) Customer or by its End Users.

Data Subjects

Data subjects include the individuals about whom data is provided to Google via the Services by (or at the direction of) Customer or by its End Users.

As from the Addendum Effective Date, Google will implement and maintain the Security Measures described in this Appendix 2.

1. Data Center and Network Security

(a) Data Centers.

Infrastructure. Google maintains geographically distributed data centers. Google stores all production data in physically secure data centers.

Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.

Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.

Server Operating Systems. Google servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy.

Code Quality. Google employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

Businesses Continuity. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(b) Networks and Transmission.

Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.

External Attack Surface. Google employs multiple layers of network devices and intrusion detection to protect its external attack surface. Google considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Google’s intrusion detection involves: (i) tightly controlling the size and make-up of Google’s attack surface through preventative measures; (ii) employing intelligent detection controls at data entry points; and (iii) employing technologies that automatically remedy certain dangerous situations.

Incident Response. Google monitors a variety of communication channels for security incidents, and Google’s security personnel will react promptly to known incidents.

Encryption Technologies. Google makes HTTPS encryption (also referred to as SSL or TLS connection) available. Google servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

2. Access and Site Controls

(a) Site Controls.

On-site Data Center Security Operation. Google’s data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor closed circuit TV (CCTV) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.

Data Center Access Procedures. Google maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made through e-mail, and require the approval of the requestor’s manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.

On-site Data Center Security Devices. Google’s data centers employ a dual authentication access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.

(b) Access Control.

Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google’s infrastructure security personnel are responsible for the ongoing monitoring of Google’s security infrastructure, the review of the Services, and responding to security incidents.

Access Control and Privilege Management. Customer’s Administrators and End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services.

Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorized persons and systems from gaining access to systems used to process Customer Data. Google designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that Customer Data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Google’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g. credit card data), Google uses hardware tokens.

(a) Data Storage, Isolation and Logging. Google stores data in a multi-tenant environment on Google-owned servers. Subject to any Instructions to the contrary (e.g. in the form of a data location selection), Google replicates Customer Data between multiple geographically dispersed data centers. Google also logically isolates Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to its End Users for specific purposes. Customer may choose to use logging functionality that Google makes available via the Services.

(b) Decommissioned Disks and Disk Erase Policy. Disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Disk Erase Policy”) before leaving Google’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.

4. Personnel Security

Google personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Google personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Data are required to complete additional requirements appropriate to their role (e.g. certifications). Google’s personnel will not process Customer Data without authorization.

5. Subprocessor Security

Before onboarding Subprocessors, Google conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Google has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 11.3 (Requirements for Subprocessor Engagement), the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

The terms in each subsection of this Appendix 3 apply only where the corresponding law applies to the processing of Customer Personal Data.

European Data Protection Law

1. Additional Definitions.

(a) for data processed subject to the EU GDPR: the European Economic Area, or a country or territory recognized as ensuring adequate protection under the EU GDPR;

(b) for data processed subject to the UK GDPR: the UK, or a country or territory recognized as ensuring adequate protection under the UK GDPR and the Data Protection Act 2018; or

(c) for data processed subject to the Swiss FADP: Switzerland, or a country or territory that is: (i) included in the list of the states whose legislation ensures adequate protection as published by the Swiss Federal Data Protection and Information Commissioner, if applicable; or (ii) recognized as ensuring adequate protection by the Swiss Federal Council under the Swiss FADP;

in each case, other than on the basis of an optional data protection framework.

2. Instruction Notifications. Without prejudice to Google’s obligations under Section 5.2 (Compliance with Customer’s Instructions) or any other rights or obligations of either party under the applicable Agreement, Google will immediately notify Customer if, in Google’s opinion:

a. European Law prohibits Google from complying with an Instruction;

b. an Instruction does not comply with European Data Protection Law; or

c. Google is otherwise unable to comply with an Instruction,

in each case unless such notice is prohibited by European Law.

If Customer is a processor, Customer will immediately forward to the relevant controller any notice provided by Google under this section.

3. Customer’s Audit Rights. Google will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) as described in Section 7.5.2(a) (Customer Audit). During such an audit, Google will make available all information necessary to demonstrate compliance with its obligations under this Addendum and contribute to the audit as described in Section 7.5 (Reviews and Audits of Compliance) and this section.

4. Data Transfers.

4.1 Restricted Transfers. The parties acknowledge that European Data Protection Law does not require SCCs or an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country. If Customer Personal Data is transferred to any other country and European Data Protection Law applies to the transfers (as certified by Customer under Section 4.2 (Certification by Non-EMEA Customers) of these European Data Protection Law terms, if its billing address is outside EMEA) (“Restricted Transfers”), then:

a. if Google has adopted an Alternative Transfer Solution for any Restricted Transfers, Google will inform Customer of the relevant solution and ensure that such Restricted Transfers are made in accordance with it; or

b. if Google has not adopted an Alternative Transfer Solution for any Restricted Transfers, or informs Customer that Google is no longer adopting, an Alternative Transfer Solution for any Restricted Transfers (without adopting a replacement Alternative Transfer Solution):

i. if Google’s address is in an Adequate Country:

A. the SCCs (Processor-to-Processor, Google Exporter) will apply with respect to such Restricted Transfers from Google to Subprocessors; and

B. in addition, if Customer’s billing address is not in an Adequate Country, the SCCs (Processor-to Controller) will apply (regardless of whether Customer is a controller or processor) with respect to such Restricted Transfers between Google and Customer; or

ii. if Google’s address is not in an Adequate Country, the SCCs (Controller-to-Processor) or SCCs (Processor-to-Processor) will apply (according to whether Customer is a controller or processor) with respect to such Restricted Transfers between Google and Customer.

4.2 Certification by Non-EMEA Customers. If Customer’s billing address is outside EMEA, and the processing of Customer Personal Data is subject to European Data Protection Law, then unless Appendix 4 (Specific Products) of this Addendum indicates otherwise, Customer will certify as such and identify its competent Supervisory Authority via the Admin Console for the applicable Services.

4.3 Information about Restricted Transfers. Google will provide Customer with information relevant to Restricted Transfers, Additional Security Controls and other supplementary protective measures:

a. as described in Section 7.5.1 (Reviews of Security Documentation);

b. in any additional locations described in Appendix 4 (Specific Products); and

c. in relation to Google’s adoption of an Alternative Transfer Solution, at https://cloud.google.com/terms/alternative-transfer-solution.

4.4 SCC Audits. If Customer SCCs apply as described in Section 4.1 (Restricted Transfers) of these European Data Protection Law terms, Google will allow Customer (or an independent auditor appointed by Customer) to conduct audits as described in those SCCs and, during an audit, make available all information required by those SCCs, both in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).

4.5 SCC Notices. Customer will forward to the relevant controller promptly and without undue delay any notice that refers to any SCCs.

4.6 Termination Due to Data Transfer Risk. If Customer concludes, based on its current or intended use of the Services, that appropriate safeguards are not provided for transferred Customer Personal Data, then Customer may immediately terminate the applicable Agreement in accordance with that Agreement's termination for convenience provision or, if there is no such provision, by notifying Google.

4.7 No Modification of SCCs. Nothing in the Agreement (including this Addendum) is intended to modify or contradict any SCCs or prejudice the fundamental rights or freedoms of data subjects under European Data Protection Law.

4.8 Precedence of SCCs. To the extent of any conflict or inconsistency between any Customer SCCs (which are incorporated by reference into this Addendum) and the remainder of the Agreement (including this Addendum), the Customer SCCs will prevail.

5. Requirements for Subprocessor Engagement. European Data Protection Law requires Google to ensure via a written contract that the data protection obligations described in this Addendum, as referred to in Article 28(3) of the GDPR, if applicable, are imposed on any Subprocessor engaged by Google.

CCPA

1. Additional Definitions.

2. Prohibitions. Without prejudice to Google’s obligations under Section 5.2 (Compliance with Customer’s Instructions), with respect to the processing of Customer Personal Data in accordance with the CCPA, Google will not, unless otherwise permitted under the CCPA:

a. sell or share Customer Personal Data;

b. retain, use or disclose Customer Personal Data:

i. other than for a business purpose under the CCPA on behalf of Customer and for the specific purpose of performing the Services and TSS (if applicable); or

ii. outside of the direct business relationship between Google and Customer; or

c. combine or update Customer Personal Data with personal information that Google receives from or on behalf of a third party or collects from its own interactions with the consumer.

3. Compliance. Without prejudice to Google’s obligations under Section 5.2 (Compliance with Customer’s Instructions) or any other rights or obligations of either party under the applicable Agreement, Google will notify Customer if, in Google’s opinion, Google is unable to meet its obligations under the CCPA, unless such notice is prohibited by applicable law.

4. Customer Intervention. If Google notifies Customer of any unauthorized use of Customer Personal Data, including under Section 3 (Compliance) of this subsection or Section 7.2.1 (Incident Notification), Customer may take reasonable and appropriate steps to stop or remediate such unauthorized use by:

a. taking any measures recommended by Google pursuant to Section 7.2.2 (Details of Data Incident), if applicable; or

b. exercising its rights under Section 7.5.2(a) (Customer Audit) or 9.1 (Access; Rectification; Restricted Processing; Portability).

Turkey

1. Additional Definitions.

2. Data Transfers.

2.1 Supplementary Terms. If Customer’s billing address is in Turkey and Google makes any optional additional terms (including Turkish SCCs) available for acceptance by Customer in relation to transfers of Customer Personal Data under Turkish Data Protection Law, those terms will supplement this Addendum.

2.2 Termination Due to Data Transfer Risk. If Customer concludes, based on its current or intended use of the Services, that appropriate safeguards are not provided for transferred Customer Personal Data, then Customer may immediately terminate the applicable Agreement in accordance with that Agreement's termination for convenience provision or, if there is no such provision, by notifying Google.

2.3 Notification to the Competent Authority. If Customer enters into Turkish SCCs under this Section 2 (Data Transfers) and Turkish Data Protection Law requires notification to the Turkish Data Protection Authority of use of Turkish SCCs, Customer will be responsible for providing such notice within five days of signature of the Turkish SCCs.

2.4 SCC Audits. If Customer enters into Turkish SCCs under this Section 2 (Data Transfers), Google will allow Customer (or an independent auditor appointed by Customer) to conduct audits as described in those SCCs and, during an audit, make available all information required by those SCCs, both in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).

2.5 No Modification of Turkish SCCs. Nothing in the Agreement (including this Addendum) is intended to modify or contradict the Turkish SCCs or prejudice the fundamental rights or freedoms of data subjects under Turkish Data Protection Law.

2.6 Precedence of SCCs. To the extent of any conflict or inconsistency between the Turkish SCCs (which will be incorporated by reference into this Addendum if entered into by Customer) and the remainder of the Agreement (including this Addendum), the Turkish SCCs will prevail.

Israel

1. Additional Definition.

2. Equivalent Terms. Any terms equivalent to “controller”, “personal data”, “processing”, and “processor”, as used in this Addendum, have the meanings given in the Israeli Privacy Protection Law.

3. Customer’s Audit Rights. Google will allow Customer or an independent auditor appointed by Customer to conduct audits (including inspections) as described in Section 7.5.2(a) (Customer Audit).

The terms in each subsection of this Appendix 4 apply solely with respect to the processing of Customer Data by the corresponding Service(s).

Google Cloud Platform

1. Additional Definitions.

2. Compliance Certifications. The Compliance Certifications for Google Cloud Platform Audited Services will also include certificates for ISO 27017 and ISO 27018 and a PCI DSS Attestation of Compliance.

3. Data Center Locations. The locations of Google Cloud Platform data centers are described at https://cloud.google.com/about/locations/.

4. Information about Subprocessors. Names, locations, and activities of Google Cloud Platform Subprocessors are described at https://cloud.google.com/terms/subprocessors.

5. Cloud Data Protection Team. The Data Protection Team for Google Cloud Platform can be contacted at https://support.google.com/cloud/contact/dpo.

6. Information about Restricted Transfers. Additional information relevant to Restricted Transfers, Additional Security Controls and other supplementary protective measures is available at cloud.google.com/privacy/.

7. Service Specific Terms.

Bare Metal Solution (Google Cloud Platform)

Bare Metal Solution provides non-virtualized access to underlying infrastructure resources and, by design, has certain distinct characteristics.

1. Amendments. This Addendum is amended as follows with respect to Bare Metal Solution: