Cloud Appian AI with Google Terms and Conditions Appendix
1. Definitions. “AUP” means the acceptable use policy for the Services at: http://cloud.google.com/terms/aup. “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. “Services,” for the purposes of this Appendix, means the Google artificial intelligence services known as Google Cloud Natural Language, Google Cloud Vision, and Google Cloud Translation as more specifically described at https://cloud.google.com/terms/services. “Software,” for the purposes of this Appendix, means any downloadable tools, software development kits or other such proprietary computer software provided by Google in connection with the Services, which may be downloaded by Subscriber, and any updates Google may make to such Software from time to time. “Subscriber Data” means content provided to Google by Subscriber (or at its direction) through the Services. “TSS” means the technical support service provided by Google to the administrators under the TSS Guidelines. “TSS Guidelines” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at: http://support.google.com/enterprise/terms (under Google Cloud Platform Services).
2. Provision of Services. Appian will provide Subscriber with a pre-built connection to the Services and the keys and/or tokens necessary to enable delivery to the Services. The Services will be provided by Google. Google will provide TSS to Subscriber in accordance with the TSS Guidelines. Subscriber agrees that Google is solely responsible for any Subscriber Data while such Subscriber Data resides with the Services and Subscriber will look to Google alone with respect to remedies for breaches of this Agreement. Subscriber agrees that the Agreement (as defined in the Order Form) does not apply to the Services, the provision of which shall be subject to this Appendix alone.
3. Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by reference into the Agreement. “Data Processing and Security Terms” means the then-current terms at https://developers.google.com/cloud/terms/data-processing-terms/. Google may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change: a. is commercially reasonable; b. does not result in a degradation of the overall security of the Services; c. does not expand the scope of or remove any restrictions on Google’s processing of Subscriber Personal Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and d. does not otherwise have a material adverse impact on Subscriber’s rights under the Data Processing and Security Terms. If Google makes a material change to the Data Processing and Security Terms in accordance with this Section, Appian will inform Subscriber.
4. Facilities. All facilities used to store and process Subscriber Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google processes and stores its own information of a similar type. Google has implemented at least industry standard systems and procedures to: (a) ensure the security and confidentiality of Subscriber Data, (b) protect against anticipated threats or hazards to the security or integrity of Subscriber Data, and (c) protect against unauthorized access to or use of Subscriber Data.
5. Use of Subscriber Data. Google will not access or use Subscriber Data, except as necessary to provide the Services to Subscriber.
6. Subscriber Obligations.
6.1 Compliance. Subscriber is solely responsible for its Subscriber Data and for making sure its Subscriber Data complies with the AUP. Google reserves the right to review the Subscriber Data for compliance with the AUP.
6.2 Privacy. Subscriber will obtain and maintain any required consents necessary to permit the processing of Subscriber Data under this Agreement.
6.3 Restrictions. Subscriber will not, and will not allow third parties under its control 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 Services (subject to Section 6.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) access the Services in a manner intended to avoid incurring Fees; (e) use the Services to operate or enable any telecommunications service or in connection with any application that allows end users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Subscriber Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by Google, Google does not intend uses of the Services to create obligations under HIPAA, and makes no representations that the Services satisfy HIPAA requirements. If Subscriber is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Subscriber will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Subscriber has received prior written consent to such use from Google.
6.4 Software. Certain components of the Software (including open source software) may be subject to separate license agreements, which Google will provide to Subscriber along with such components.
6.5 Documentation. Google may provide Documentation for Subscriber’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Services may be used, and Subscriber will comply with any such restrictions specified.
6.6 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 set out in the U.S. Digital Millennium Copyright Act. If Subscriber thinks somebody is violating Subscriber’s copyrights and wants to notify Google, Subscriber can find information about submitting notices, and Google's policy about responding to notices at http://www.google.com/dmca.html.
6.7 Machine Learning Restrictions. Subscriber 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 Subscriber '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. Subscriber will provide Google with any assistance Google requests to reasonably confirm compliance with these terms (including interviews with Subscriber employees and inspection of Subscriber source code, model training data, and engineering documentation). These terms will survive termination or expiration of the Agreement.
6.8 Google Cloud Translation API Terms. The following terms apply only to the Google Cloud Translation API (v1, v2, or any subsequent version/release) Service: 6.8.1 No Data Return. Subscriber Data will not be returned to Subscriber, whether the Subscriber Data is physically shipped to Google, or entered by Subscriber or Google into this Service. 6.8.2 HTML Markup Requirements and Attribution Requirements. Subscriber 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. 6.8.3 No Use of this Service with Embedded Device Applications or to Create a Similar Service. Subscriber 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 Subscriber’s use of this Service based on any suspected violation of these terms.
7. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, 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 SUBSCRIBER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER GOOGLE, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
8. Defense and Indemnity.
8.1 Subscriber Indemnification Obligations. Subject to Section 8.3 (Conditions), Subscriber will defend Google and its affiliates and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) Subscriber Data; or (b) Subscriber’s use of the Services in violation of the AUP. For the purposes of this section “Allegation” shall mean an unaffiliated third party allegation. “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). “Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its affiliates by a court of competent jurisdiction
8.2 Exclusions. This Section 8 will not apply to the extent the underlying Allegation arises from: a. the indemnified party’s breach of this Agreement; b. modifications to the indemnifying party’s technology by anyone other than the indemnifying party; or c. combination of the indemnifying party’s technology with materials not provided by the indemnifying party.
8.3 Conditions. Section 8.1 will apply only to the extent: a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 8.3(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 8.1 will be reduced in proportion to the prejudice. b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
9. Limitation of Liability. 9.1 LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 9.2 (EXCEPTIONS TO LIMITATIONS), a. NEITHER PARTY HAS ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR: (I) THE OTHER PARTY’S LOST REVENUES; (II) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES AT THE EFFECTIVE DATE); OR (III) EXEMPLARY OR PUNITIVE DAMAGES. b. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES CUSTOMER PAID FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
9.2 EXCEPTIONS TO LIMITATIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) OBLIGATIONS UNDER SECTION 8 (DEFENSE AND INDEMNITY); (D) INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (E) BREACHES OF CONFIDENTIALITY; OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
