THIS GOOGLE PRODUCT(S) RIDER (“Rider” or “GCP Rider”) is between OBLAKTEK LTD. (гр. София, p.c. 1336 / р-н Люлин / r. Люлин 8, str. ул. “340” II Street 340 Number 10, Liulin 8, 1336 Sofia) legal entity accepting the order (“SUPPLIER“) and THE PARTY AGREEING TO THIS RIDER (“END CUTOMER”) (each a “Party” and collectively the “Parties”) is effective as of the date of written acceptance of this Rider (the “Effective Date”).

If End customer has previously accepted Supplier’s Google G-Suite or Google Workspace Product Rider(s), that rider shall expire and superseded by this Rider.

RECITAL

Google has authorized Supplier to distribute the certain Products and Services to End customers pursuant to the terms and conditions of the Google Partner Program (“Program”). To satisfy Google’s distribution requirements, the Parties are hereby entering into this Rider. This Rider applies to all sales by Supplier of Google Product(s) listed in the relevant Google Product Schedule(s) (the “Google Product Schedule(s)”) through Supplier’s different platforms such as but not limited to Online Store, Ordering Form or Marketplace.

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Rider and other good and valuable consideration, the Parties agree as follows:

AGREEMENT

ACCEPTANCE. END CUSTOMER’S ACCEPTANCE OF THIS RIDER SHALL BE INDICATED BY ANY OF THE FOLLOWING, WHICHEVER FIRST OCCURS: (A) ACCEPTING IN WRITING THIS DOCUMENT; (B) END CUSTOMER MAKING OF AN OFFER TO PURCHASE THE PRODUCT(S) AND OR SERVICES; (C) END CUSTOMER’S ACCEPTANCE OF ANY PRODUCT(S) AND OR SERVICES; (D) END CUSTOMER ENTERING INTO AN AGREEMENT TO PURCHASE ANY PRODUCT(S) AND OR SERVICES; OR (E) ANY OTHER ACT OR EXPRESSION OF ACCEPTANCE BY END CUSTOMER. SUPPLIER’S ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS IN THEIR ENTIRETY WITHOUT ADDITION, MODIFICATION OR EXCEPTION, AND ANY TERM, CONDITION OR PROPOSAL HEREAFTER SUBMITTED BY END CUSTOMER (WHETHER ORAL OR IN WRITING) WHICH IS INCONSISTENT WITH OR IN ADDITION TO THESE TERMS AND CONDITIONS IS OBJECTED TO AND IS HEREBY REJECTED BY SUPPLIER. SUPPLIER’S SILENCE OR FAILURE TO RESPOND TO ANY SUCH SUBSEQUENT OR DIFFERENT TERM, CONDITION OR PROPOSAL SHALL NOT BE DEEMED TO BE SUPPLIER’S ACCEPTANCE OR APPROVAL THEREOF.

TERMS

APPOINTMENT. Subject to the terms of this Rider, Supplier appoints and authorizes End customer as an independent, non- exclusive user of the Product(s) for: (a) use in the appointed Territory; or (b) for use by End customer (including its Affiliates) for their own internal business purposes, provided that such End customers at all times also maintain other Customers (in addition to themselves and their Affiliates), in which case such End customers (and their Affiliates) will also be considered “Customers” under this Rider and their use of the applicable Product(s) will be subject to their compliance with the terms of this Rider.
RIDER TERMS. The term of this Rider shall commence on the Effective Date and, unless terminated by either Party as set forth herein, shall remain in full force and effect for a term of one (1) year, and will be automatically renew for successive one (1) year terms until terminated by either Party.
EXISTING TERMS. End customer’s purchases of the Product(s) are subject to this Rider and Supplier’s Terms and Conditions of Sale for Google Products (the “Terms and Conditions“) stated on Supplier’s website Oblaktek.com and on invoices issued by Supplier, incorporated herein by reference. In the event of a conflict between the terms of this Rider and the Terms and Conditions, this Rider shall take precedence over with respect to the sale of the Product(s).
END CUSTOMER’S OBLIGATIONS.
1. Compliance with Laws. End customer will comply with, and will not attempt to cause a violation of, all applicable laws, rules and regulations.
2. Inconsistent Representation or Warranty. End customer will not make any representation or warranty which are, or enter into any agreement which is, inconsistent with materials regarding the Product(s).
3. Misleading Statements. If End customer offers commitments or remedies, or both, financial or otherwise, that are contrary to or absent from the Google URL Terms, then End customer is solely liable for all additional commitments or remedies. End customer will not make any unauthorized, false, misleading, or illegal statements regarding the Product(s). Such steps need to be reported immediately to OblakTek Ltd in writing.
4. Disclaimers. End customer will disclaim, to the extent permitted by applicable law, all warranties with respect to the Product(s), including without limitation, warranties for merchantability, fitness for a particular purpose, and non-infringement; and disclaims Google’s liability for any damages, whether direct, indirect, incidental or consequential, arising from End customer’s sale of the Product.
5. Deceptive Practices. End customer will not engage in, and will not solicit, accept, or maintain any activities, engages in, illegal or deceptive trade practices or any other behavior prohibited by this Rider and/or URL Terms of Google Ltd or OblakTek Ltd.
6. High Risk Activities. End customer will not resell or supply the Product(s) in connection with any use involving High Risk Activities.
7. Compliance with Cyber Security Regulation. End customer is responsible for collection, validation, and retention of information about its activities as prescribed under applicable cyber security laws and regulations. If regulators request such information from Google or Supplier, Google and Supplier may direct such request to the End customer. Google and Supplier may also require End customer to collect additional information about their activities and provide such information to Google and Supplier. If additional information gathering is required, Google or Supplier will provide instructions to End customer on the process and/or tools to use, and required timelines.
8. No Subcontracting. End customer may not subcontract any of its obligations regarding the marketing, resale, or supply the Product(s), or sublicense or otherwise transfer any rights granted to End customers in relation to the Agreement, including this Rider;
9. Restrictions. Except as expressly permitted in this Rider, End customer will not: (a) resell or supply the Offerings to any third- party who will resell, distribute, supply, lease, or allow another third-party to use, the Offerings; (b) use the Product(s) or any Google documentation provided for any purpose other than to use and/or promote the Product(s) as permitted hereunder; or

(c) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Product(s) or any part thereof, including the source code and any other underlying ideas or algorithms of the software forming part of the Product(s) (except to the extent such act cannot be prohibited by law or is expressly permitted under this Rider).

End customer Status. End customer will not represent itself as an agent of Google for any purpose.
Disclosure to Customers. End customer will disclose to its team members working with Google products, the existence of Google and Supplier and the Google’s and Supplier’s role in the transactions regarding Product(s) and any possible access or processing of End Customer Data.
Customer Notifications. End customer agrees to procure the appropriate consents, and provide relevant contact notices, to allow Google to communicate directly with Supplier and End Customer for the following purposes: (i) to conduct customer service and satisfaction surveys; (ii) to the extent required to provide options regarding continuity of the Offerings (including where End customer’s authorization to continue to use or provision the Offerings has been terminated); and (iii) for purposes related to the provisioning of the Offerings to Customer’s account, including in relation to any Offering updates or security incidents.

PROVISION OF PRODUCTS
1. Product Orders. By issuing an order to Supplier, End customer agrees that it is placing a non-cancellable, non-refundable order subject to this Rider. All ordering documents are subject to acceptance by Supplier.

Product Support. End customer will use commercially reasonable efforts (or, if applicable, reasonable endeavors) to resolve, without escalation to Supplier, any technical support, sales, or matters regarding the applicable Product(s). End customer will ensure to escalate support requests to Supplier, not Google, in writing and timely manner. If Supplier cannot resolve Customer’s support issue, Supplier may escalate End Customer’s support request to Google in accordance with the Section 11 of this Rider entitled “Technical Support”.
Product Availability. Google, in their sole discretion, without notice, and without Supplier or Google incurring any liability to End customer:
1. Change the features of Product(s); or
2. Discontinue the sale or availability of such Product(s) or support for new Customers of other Product(s).
PROVISIONING OF SERVICES
1. Service Specific Terms. The Service Specific Terms are incorporated by reference into this Rider.
2. Service Level Agreements. The Services will be provided in accordance with the applicable Google SLA (if any). To the extent permitted by applicable law, the only remedies for failure to provide the Services in accordance with the applicable SLA, or for any failure(s) to meet or exceed the applicable service level(s) stated in the applicable SLA, are those stated in the SLA. If Google fails to comply with the SLA, End customer will only be eligible to receive those remedies set out under the Google URL Terms and must request such remedies directly from Supplier.
3. Use Restrictions. End customer will not and will not allow any 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 of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) access or use the Services: (i) for High Risk Activities, (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the Department of State, (iv) in a manner that breaches, or causes the breach of, Export Laws; (v) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services, or (iv) to transmit, store, or process health information subject to United States HIPAA regulations and any similar applicable law and regulation, except as permitted by an executed HIPAA BAA.
4. Additional Use Restrictions. Unless otherwise permitted in the Service Specific Terms, End customer will not (a) use, and will not allow Customers to use, the Services to operate or enable any telecommunications service, or to place or receive calls from any public switched telephone network, including as part of an Application; or (b) allow a Customer to use the Services to provide a hosting, outsourced, or managed services solution to unaffiliated third parties, except as part of an Application that provides value distinct from the Services.
5. Benchmarking. End customer may conduct benchmark tests of Services (either directly or through a third-party) (each, a “Test”) and to publicly disclose the results of such Tests, in each case provided End customer, through Supplier: (a) obtains Google’s prior written consent; (b) provides Google with all necessary information to replicate the Tests; and (c) allows Google or a third-party appointed by Google to conduct benchmark tests of (i) End customer’s publicly available products or services (if End customer or a End customer-directed third-party conducted the Test), or (ii)

the Customer’s publicly available products or services (if the Customer or a Customer-directed third-party conducted the Test). Google may publicly disclose the results of any such test of End customer’s or the Customer’s products or services. Notwithstanding the foregoing, End customer will include in the Customer Agreement a prohibition on doing either of the following on behalf of a hyperscale public cloud provider without Google’s prior written consent: (i) conducting (directly or through a third-party) any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the Services, or (ii) disclosing the results of any such Test.

CHANGES TO SERVICES
1. Limitations on Changes. Google may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services. Supplier will make commercially reasonable efforts to notify End customer upon receipt of Google’s notice updating Services.
2. Discontinuance. Supplier will make commercially reasonable efforts to notify End customer upon receipt of Google’s notice they intend to discontinue any Service (or associated material functionality), unless Google replaces such discontinued Service or functionality with a materially similar Service or functionality.
3. Support. Google will continue to provide product and security updates, and TSS, until the conclusion of the applicable notice period under subsection (b) (Discontinuance).
4. Backwards Incompatible Changes. Supplier will make commercially reasonable efforts to notify End customer upon receipt of Google’s notice they intend to significantly modify a Customer’s Google API in a backwards-incompatible manner.
5. Changes to Terms. Google may update the URL Terms, provided the updates do not: (i) result in a material degradation of the overall security of the Services, (ii) expand the scope of or remove any restrictions on Google’s processing of Customer Data as described in Google’s Data Processing and Security Terms, or (iii) have a material adverse impact on Customer’s rights under the URL Terms. Supplier will make commercially reasonable efforts to notify Partner upon receipt of Google’s notice of any material updates to URL Terms.
6. Permitted Changes. End customer understands that Google may make commercially reasonable modifications to the Product(s). Nothing in this Rider shall limit Supplier or Google’s ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability Services, Product(s), or functionality.
PROVISIONING OF SOFTWARE
1. Provision of Software. Google may make Software available to Supplier, including third-party software. End customer and Customer may choose to use the Software in connection with their use and/or resale of the Product(s). Some Software may be subject to third-party license terms, which Supplier will provide the End customer for consideration prior to the provision of Software.
2. Ceasing Software Use. If Supplier’s agreement with Google or the Google Product Schedule terminates or expires, then End customer will stop, and will ensure that Customers stop, using the Software.
GOOGLE PRODUCT SCHEDULE TERM AND TERMINATION.
1. Term. Subject to End customer’s payment of Fees, the initial term for the Product(s) in the applicable Google Product Schedule will continue for a period of 12 months, unless terminated earlier in accordance with this Rider (the “Initial Term”).
2. Auto Renewal. At the end of the Initial Term and each anniversary of the Initial Term, the Services in the applicable Google Product Schedule will automatically renew for a successive 12-month period (each 12-month period a “Renewal Term”) unless either party gives written notice of its intent not to renew at least 45 days before the end of the Initial Term or Renewal Term (as applicable).
3. Termination for Breach. Where Google has the right to terminate any of the Services or Project, Google may suspend or terminate any, all, or any portion(s) of the Services or Projects without Google’s or Supplier’s liability to End customer or Customer.
4. Termination for Convenience. Google or Supplier may terminate the applicable Google Product Schedule on ninety

(90) days’ prior written notice.

Effect of Termination. If the applicable Google Product Schedule expires or is terminated by either Google or Supplier, then:

(i) all rights and licenses granted by either Party to the other under this Rider will immediately cease; (ii) notwithstanding End customer’s payment terms, all payments owed by End customer to Supplier under this Rider become immediately due upon receipt of the final invoice, subject to payment terms agreed between the Parties; (iii) End customer will delete the Software, any Application(s) and Project(s), and its Customer Data.

TECHNICAL SUPPORT SERVICES
1. Customer Support. Google may provide technical support directly to End Customer(s) in accordance with the applicable Google Product TSSG (updated by Google under https://cloud.google.com/terms/tssg ) and as may be otherwise be specified in any agreement between End Customer and Google.
2. Interpretation of TSSG. For the purposes of this Rider, references to “Customer” in the TSSG applicable to the Services means End customer.
3. End customer Responsibility. Each Party is responsible for the technical support of its Applications, Projects, and any third-party products or services provided in conjunction with or otherwise associated with the Services.
USAGE AND INVOICING.
1. End customer will pay all Fees to Supplier not later than the stated net invoice terms in the billing agreement after receiving the consolidated invoice based on:
  1. (a) End customer’s use of the Product(s) and GCP TSS;
  2. (b) any Committed Units selected;
  3. (c) any Committed Purchases selected; and/or
  4. (d) any Package Purchases selected. Google’s measurement tools will be used to determine End customer’s use of the Product(s).
2. Supplier will invoice the End customer on a monthly basis for all Fees accrued at the end of the then-current month consolidated across all Projects under End customer’s Account. Each invoice will include data in sufficient detail to allow End customer to validate the Product(s) purchased and associated Fees.
DATA PROCESSING AND SECURITY
1. Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by this reference into this Rider.
2. Consents. End customer is responsible, and will ensure for any consents and notices required to permit Supplier’s and Google’s accessing, storing, and processing of Customer Data under this Rider.
3. Privacy Policy.
  1. End customer is responsible for maintaining appropriate privacy policies as required in accordance with applicable laws.
  2. The Supplier of OblakTek Ltd is the processor of any personal data processed by it on End customer’s behalf, and End customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” are defined in the Data Protection Legislation.
4. Processing Personal Data on Google’s Behalf. To the extent that End customer processes any personal data (e.g., names and contact details of Customers) on Google’s behalf (as the terms “personal data” and “process” are defined in the Data Protection Legislation), End customer will:
  1. comply with, and only act on, instructions from and on behalf of Google regarding the processing of that personal data;
  2. not process that personal data for any purpose other than the performance of its obligations under this Rider;
  3. ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of that personal data and against loss or destruction of, or damage to, that personal data;
  4. ensure the reliability of, and be responsible for, all of End customer’s employees, agents and contractors who will have access to that personal data;
  5. not, by any act or omission, place Google in breach of Data Protection Legislation;
  6. inform Supplier immediately of any suspected or confirmed data protection breaches or unauthorised or unlawful processing, loss, or destruction of, or damage to, that personal data;
  7. ensure that any third-party sub-contractor engaged by End customer to process that personal data on behalf of Google only uses and accesses that data in accordance with the terms of this Rider and is bound by written obligations requiring it to provide at least the level of data protection required under this Section 7; and
  8. not process, or cause to be processed, that personal data outside the European Economic Area or the UK unless End customer adopts a compliance solution which achieves compliance with the terms of Data Protection Legislation.
5. Processing Personal Data on Customers’ Behalf. End customer will not process any data on any Customer’s behalf that is subject to regulatory requirements without first implementing appropriate terms in the applicable Customer Agreement for protection of such data, including, where applicable, with respect to the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations thereunder, as amended, and any similar applicable law. Unless otherwise agreed in an applicable Customer Agreement, End customer will do the following, at a minimum, with the respect to all personal data that it processes on a Customer’s behalf (as the terms “personal data” and “process” are defined in the Data Protection Legislation):
  1. comply with, and only act on, instructions from or on behalf of that Customer regarding the processing of that personal data;
  2. not process that personal data for any purpose other than for the performance of its obligations under this Rider or the Customer Agreement;
  3. ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of that data and against loss or destruction of, or damage to, that personal data;
  4. ensure the reliability of, and be responsible for, all of End customer’s employees, agents and contractors who will have access to that personal data;
  5. not, by any act or omission, place that Customer or Google in breach of Data Protection Legislation;
  6. inform that Customer immediately of any suspected or confirmed data protection breaches or unauthorized or unlawful processing, loss, or destruction of, or damage to, that personal data;
  7. ensure that any third-party sub-contractor engaged by End customer to process that personal data on behalf of Customer only uses and accesses that data in accordance with the terms of this Rider and is bound by written obligations requiring it to provide at least the level of data protection required under this Section 13; and
  8. not process, or cause to be processed, that personal data outside the European Economic Area or the UK unless End customer adopts a compliance solution which achieves compliance with the terms of the Data Protection Legislation.
CONFIDENTIALITY. End customer will use, and ensure that its personnel use, Confidential Information only to exercise rights and fulfill obligations under this Rider, while using no less than reasonable care to keep it confidential.
INTELLECTUAL PROPERTY RIGHTS; BRAND FEATURES
1. Intellectual Property Rights. Google owns all rights, title, and Intellectual Property Rights in and to the Product(s). All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Product(s) are the property of the applicable content owner and may be protected by copyright or other applicable laws.
2. Google Brand Features. For as long as End customer is authorized to use Product(s), Google grants to End customer a non-exclusive, non-royalty bearing, and non-sublicensable license to display Google’s Brand Features solely for the purpose of End customer’s marketing, use and/or promotion of the Product(s), subject to, and in accordance with, this Rider and the Trademark Guidelines.
3. End customer Brand Features. End customer grants to Google a non-exclusive, non-royalty bearing, and non-sublicensable license during the Term to include End customer’s Brand Features in presentations, materials related to the Google Product(s).
4. Restricted Use. Google and End customer may use the Brand Features only as expressly permitted in this Rider. Google or End customer may revoke the right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
5. Goodwill. All goodwill arising from the End customer’s use of Google’s Brand Features shall belong to Google. All goodwill arising from Google’s use of End customer’s Brand Features shall belong to End customer.
INDEPENDENT CONTRACTORS. Google, Supplier, and End customers are independent contractors with respect to the resale of the Product(s).
INDEMNIFICATION. End customer shall defend, indemnify and hold harmless Supplier and Google from and against any third- party claims and any damages, liability, costs and expenses (including attorney’s fees) that arise out of End customer’s (i) negligence or misconduct in its performance under this Rider, (ii) failure to abide by the terms of this Rider, (iii) misuse and/or non- compliance with Google’s Trademark Guidelines. Supplier will promptly notify the End customer of the claim and cooperate with the other party in defending the claim. End customer shall have full control and authority over the defense, except that any settlement requiring Supplier to admit liability or to pay any money will require Supplier’s prior written consent, and Supplier may join in the defense with its own counsel at its own expense.
CESSATION/SUSPENSION OF SERVICES.
1. Ceasing Services Use. Supplier may stop distributing and/or supplying the Services at any time subject to a reasonable prior notice of 14 (fourteen) days to the extent Supplier receives such a notice from Google.
2. Project Removal. Google reserves the right to remove any Project for inactivity upon 30 (thirty) days advance notice, if, for a period exceeding 180 (one hundred and eighty) days, such Project has not incurred any Fees for Services and does not have: (a) active virtual machine or storage resources; and (b) associated Applications that are serving any requests.
3. AUP Violations/Suspected Fraudulent Activities – Suspension by Supplier. If Supplier becomes aware that any Application, Project, or Customer Data violates the AUP or it suspects that fraudulent activity is occurring/has occurred, End customer will (as applicable) immediately suspend the Application, Project, or Customer’s access, and/or remove the relevant Customer Data.
4. AUP Violations – Suspension by Google. If Partner fails to suspend or remove as noted in Section 19(c) (AUP Violations – Suspension by Supplier) above, or if Google becomes aware that End customer or its Customers use of the Services

does not comply with the AUP, Supplier will give End customer notice of such violation by requesting that End customer correct the violation. Upon notice from Google, Supplier may Suspend all or part of End customer’s and/or Customer’s use of the Services if End customer fails to correct such violation within the AUP Notice Period.

Emergency Security Issues. Upon notice from Google, Supplier may Suspend End customer’s and/or Customer’s use of the Services if necessary to comply with applicable law or protect the Services or Google’s infrastructure supporting the Services, or in the case of suspected fraudulent activity.
Limitations on Suspension. If Google Suspends Services under this Section 19 (Cessation/Suspension of Services), then, upon receipt of Google’s notice, (a) Supplier will provide End customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension.

SUSPENSION OF PRODUCT(S). Supplier reserves the right, in its sole discretion, to immediately upon commercially reasonable notice of 14 (fourteen) days, suspend the Product(s) for End customer’s failure to maintain a current account with Supplier as described in Section 11 (eleven) of this Rider.
TERMINATION.
1. At Google’s Request.
  1. For Cause. Google may require Supplier to suspend or terminate this Rider immediately upon written notice if: (i) End customer is in material breach of this Rider and, where that breach is capable of cure, fails to cure the breach within the required timeframe; (ii) End customer is in material breach of this Rider and that breach is incapable of cure; (iii) End customer ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; (iv) End customer is in material breach of this Rider more than two times notwithstanding any cure of such breaches; (v) Supplier becomes aware of End customer engaging in illegal or deceptive trade practices or any other behavior prohibited by the terms and conditions governing End customer’s authority to use Google Product(s); or (vi) the distribution of the Product(s) to a End customer would harm or devalue Google’s business, brand, or name; violate Google principles or guidelines; or violate the terms of the Program Agreement. Google may elect not to process new Order Forms submitted on behalf of a End customer or provide further Supplier support under the TSSG for such End customer during a cure period unless and until the material breach has been cured.
  2. Termination of End customers Due to Applicable Law; Violation of Anti-Bribery Laws. Google may require Supplier to suspend or terminate the End customer Agreement it has with any End customer immediately upon written notice if Google believes, in good faith, that End customer has violated or caused Google to violate any Anti-Bribery Laws, or that such a violation is reasonably likely to occur.
2. Termination of Supplier’s Agreement with Google. Upon any termination or expiration of Supplier’s agreement with Google, Supplier will inform End customer and Customers that its relationship as described under this Rider with Google has terminated and provide any reasonable transition assistance to End customer and or Customers who wish to purchase such Product(s) directly from Google or another Google-authorized partner of that Product(s). Supplier will provide reasonable assistance to migrate such End customer or Customer as requested by the Google and, as applicable, to either the End customer and or Customer.
3. Termination for Breach. Supplier may suspend performance or terminate this Rider if End customer: (i) is in material breach and fails to cure within 30 days after receipt of written notice; (ii) suspends, or threatens to suspend, payment of amounts due to Supplier or is late in paying amounts due to Supplier; (iii) ceases its business operations or becomes subject to insolvency proceedings which are not dismissed within 90 days.
4. Effect of Termination. Upon any termination or expiration of this Rider: (i) all rights and licenses granted to End customer will immediately cease (but for clarity, License Term for Customers will survive except to the extent otherwise indicated in the definition of License Term); (ii) all payments owed under this Rider become immediately due and payable (without prejudice to payment terms agreed between the Parties); and (iii) End customer will inform Customers that its relationship with Google (through Supplier) has terminated.
FEDERAL AGENCY USERS. The Product(s) were developed solely at private expense and are commercial computer software and related documentation within the meaning of the Federal Acquisition Regulations (“FAR”) and agency supplements to the FAR.
RESALE AND USE OF THE MAPS SERVICES.
1. For the avoidance of doubt, this Rider does not authorize the supplier to supply the Maps Services. The Maps Services have additional restrictions on use, functionality, or both as described in the then-current terms listed at https://cloud.google.com/maps-platform/terms (“Maps Additional Terms”).
2. End customer acknowledges that, as of the Schedule Effective Date, Google has not implemented technical restrictions limiting resale of, access to, or use of the Maps Services. End customer therefore agrees that it is responsible for ensuring that the Customer (i) is notified about and understands the Maps Additional Terms and (ii) monitors and ensures its own compliance with the Maps Additional Terms. End customer additionally agrees that End customer understands the Maps

Additional Terms and will monitor and ensure its own compliance with the Maps Additional Terms, as applicable.

If the supplier discovers or is notified that End Customer is using the Maps Services in conflict with the Maps Additional Terms, then supplier shall notify End Customer that the End Customer is not in compliance. If the End Customer does not conform its usage of the Maps Services to the Maps Additional Terms within fifteen (15) days of receiving such notice, Supplier and End customer will be required to terminate Customer’s usage of the Maps Services.

SURVIVAL. Section 4(e) (Disclaimer), Section 7(e) (Benchmarking), Section 17 (Indemnification), Section 19(e) (Effect of Termination), Section 21 (Resale and Use of the Maps Services), Section 23 (Survival), Section 26 (Definitions) will survive termination or expiration of this Rider.
NO ASSIGNMENT. End customer shall not assign this Rider or share it with 3^rd parties without the prior written consent of Supplier.
ENTIRE AGREEMENT. This Rider, including any documents referred to herein, constitutes the entire and exclusive statement of the agreement between the Parties with respect to its subject matter and there are no other oral or written representations, understandings or agreements that are not fully expressed herein. The Parties agree that the terms and conditions of this Rider and the Terms and Conditions shall prevail over any contrary terms in any purchase order or other document issued by the End customer. Any modifications of this Rider must be in writing and executed by the Parties.
DEFINITIONS

“Acceptable Use Policy” or “AUP” means the then-current acceptable use policy for the Services stated at https://cloud.google.com/cloud/terms/aup. For the purposes of the Rider, references to “Customer” in the AUP shall have the same meaning as in this Rider.

“Application(s)” means any software program that End customer or Customer creates or hosts using the Services.

“BAA” or “Business Associate Agreement” is an addendum to the applicable Google Product Schedule covering the handling of Protected Health Information (as defined in HIPAA).

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive features of an entity, as secured by such entity from time to time.

“Committed Purchase(s)” means End customer’s commitment to spend a specified amount for use of the Services over a specified period of time, whether or not End customer or Customer uses those Services.

“Committed Units” has the meaning stated in the Service Specific Terms.

“Customer” means the entity to whom Partner uses the Services in the Territory pursuant to the terms of this Rider.

“Confidential Information” means information exchanged under this Rider, 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.

“Customer Agreement” means an agreement pursuant to which End customer uses or supplies the Product(s) to Customer.

“Customer Data” means: (a) any data received by End customer from, or maintained by End customer on behalf of, a Customer in connection with the resale of the Product(s) or through the Services that End customer or Customer derive from that data through their use of the Services.

“Data Processing and Security Terms” means the then-current terms describing data processing and security obligations with respect to Customer Data, as described at: https://cloud.google.com/terms/data-processing-terms/partner/.

“Data Protection Legislation” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and any other applicable data protection and privacy law, regulation, legislation, guidelines and industry standards in the Territory.

“Documentation” means the Google documentation (as it may be updated from time to time) in the form generally made available by Google to its customers for use with the Services at https://cloud.google.com/docs/.

“Export Laws” means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

“Fees” means unless otherwise agreed in writing the then-current applicable fees for Services, less the applicable discount (if eligible),

(b) the applicable TSS fees (which may be updated by Google from time to time) less the applicable Discount (if any), and (c) any applicable Taxes (if any).

“Google” means the third-party provider of the Product(s) and Services.

“Google API” means any application programming interface provided by Google as part of the Services.

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the Product(s) could lead to death, personal injury, or environmental damage.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

“End customer” means the entity agreeing to this Rider as part of its agreement to market, use, or promote the Product(s) to Customers.

“Instance” means a virtual machine instance, configured and managed by End customer or Customer, which runs on the applicable Services.

“Integrated Solution” means End customer’s commercial product or service offering that integrates with the Service(s).

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Package Purchase” means End customer’s commitment to purchase a specified package of the Services over a specified period, whether or not End customer or Customer uses the Services.

“Project” means a collection of Google Cloud Platform resources configured by End customer or Customer via the Services. “Product(s)” means, for the purposes of this Rider the Product(s) listed in the applicable Google Product Schedule.

“SLA” means the then-current service level agreements at: https://cloud.google.com/terms/sla/.

“Services” also referred to as “Product(s)” means the then-current Google Cloud Platform services as described at the Services Summary (including any associated APIs), excluding the following services (“Restricted Services”): Anthos, Apigee, Google Cloud Platform Premium Support offerings, Google Cloud Platform subscription offerings, or any GCP services launched after the Schedule Effective Date, in each case that Google determines (in its discretion) to require additional terms. For clarity, this Product Schedule does not authorize End customer to resell Restricted Services, and Supplier may require End customer to enter into addenda to this Rider to resell Restricted Services.

“Services Summary” means the summary of the services at https://cloud.google.com/terms/services, which may be updated from time to time.

“Service Specific Terms” means the then-current terms specific to one or more Services or Software described https://cloud.google.com/cloud/terms/service-terms.

“Software” means any downloadable tools, software development kits, or other such computer software provided by Google for use in connection with the Services, which may be downloaded by End customer or Customer, and any updates Google may make to such Software from time to time.

“Territory” means EEA, UK and Switzerland. Territory excludes any country where either party is prohibited from providing the Product due to applicable Export Laws and Google’s applicable guidelines from time to time.

“Trademark Guidelines” means Google’s guidelines for use of Google Brand Features, located at the following URL (as the content at such URL and the URL itself may be updated or modified by Google from time to time) http://www.google.com/permissions/.

“TSS” means the then-current Google Cloud Platform technical support service provided by to End customer or Customer under the TSSG.

“TSSG” means the applicable technical support guidelines that relate to a particular Product as made available at the following URL (as the content at such URL and the URL itself may be updated or modified by Google from time to time): https://cloud.google.com/terms/tssg

“URL Terms” means the following URL terms: AUP, Data Processing and Security Terms, TSSG for the Google Cloud Platform Product, SLA, and Service Specific Terms.

ADDITIONAL TERMS FOR ITALY ONLY

End customer hereby confirms to have read and understood, and to accept to be bound by this Rider. Pursuant to Article 1341 of the Italian Civil Code, End customer hereby confirms to have read and understood, and to accept to be bound by the following provisions: 3; 4 e – n; 5 d a); 6 a; 7 a – b; 8 a – b – e – 10 b – c – d – e – f ; 12; 17; 18 a – b -c – d – e; 19; 20 a – b – c – d – e; 22 b – c; 24; 25; EXHIBIT B: 3; 4; 5; 6 f; 7 b; EXHIBIT C: 1, 2; 6 ; 7

Exhibit A: Google Product Schedule

“Chrome Product” means, for purposes of this GCP Rider only, the then-current Chrome service offerings that Google makes available for use or supply under the Program, as further described at: https://support.google.com/chrome/a/answer/2717664.

“Chrome Browser Enterprise Support Product” means, for purposes of this GCP Rider only, the then-current Chrome Browser technical support service offerings that Google makes available for use or supply under the Program, as further described at: https://www.google.com/chrome/terms/chrome-enterprise-support-tos/

“Google Workspace Product” means, for purposes of this Rider only, the then-current Google Workspace Services that Google makes available for use or supply under the Program, as further described at: https://workspace.google.com/terms/premier_terms.html

“GCP Product” means, for purposes of this GCP Rider only, the GCP Services that Google makes available for use or supply under the Program, as further described at https://cloud.google.com/terms/service-terms, excluding Restricted Services, as defined in the GCP Product Schedule. This GCP Rider does not authorize Partner to distribute Restricted Services. Google may require Partner to enter into additional contracts to distribute Restricted Services.

Exhibit B: Google Telephony Services Product Schedule

Google Telephony Services. This Google Telephony Services Product Schedule governs End customers sale and marketing of (i) Google Voice and (ii) Meet Global Dialing (“MGD“). Google Voice and MGD are collectively referred to as “Google Telephony Services“.
Google has appointed the Supplier as its non-exclusive go-to-market supplier and authorizes Supplier to distribute (i) Google Voice to End customers within the Territory including for use by their End Users in the Service Countries (as defined in the Google Voice Regional Terms), even if those Service Countries are outside the Territory, and (ii) MGD to use in those countries listed at https://support.google.com/a/answer/10162808 that are within the Territory, as applicable.
Supplier appoints End Customer as a non-exclusive user of Google Telephony Services subject to the terms and conditions of the GCP Rider and this Google Telephony Services Product Schedule.
Contract Structure. This Google Telephony Services Product Schedule (“Google Telephony Schedule”), together with the other terms of the GCP Rider will form a separate rider (the “Google Telephony Rider”) between the Parties subject to the terms of this Google Telephony Schedule. With respect to Google Telephony Services only, in the event of a conflict between the terms of this Google Telephony Schedule and the terms of the GCP Rider, the terms of this Google Telephony Schedule will govern.
1. For convenience and consistency, all references in the GCP Rider and in this Google Telephony Schedule to “resale” or “supply” and “reselling” or “supplying” the Products, will refer to End Customer`s marketing of Google Telephony Services under this Google Telephony Rider, and not transactional activities.
2. The End Customer’s relationship is with GTSP with respect to the provision of Google Telephony Services, as described in the Google Telephony Services Service Specific Terms.
Term. This Google Telephony Rider will take effect as of the effective date of End customer’s initial order of Google Telephony Services submitted to Supplier and will continue in effect until the earliest to occur of (i) termination of this Google Telephony Rider in accordance with its terms; or (ii) termination or expiration of the distribution agreement between the Supplier and Google. Either party may terminate this Google Telephony Rider separately from the GCP Rider in accordance with the terms of the Agreement. If the Google Telephony Services Product Schedule is terminated, this Google Telephony Rider will also terminate.
End customer Obligations.
1. Ordering. End customer must submit all orders for Google Telephony Services via the Supplier. The Supplier is responsible for: (a) ensuring that orders contain complete and accurate information; and (b) providing any additional End Customer information reasonably required for the provision of Google Telephony Services.
2. Google Workspace Service Specific Terms. End customer will require any Google Telephony Services Customers who are not currently bound by a Google TOS that incorporates the Google Workspace Service Specific Terms, to acknowledge and agree in writing that the Google Workspace Service Specific Terms are incorporated by reference into their agreement with Google TOS.
3. Google Voice Support. End customer will forward to Supplier any Customer requests for support related to porting in Google Voice, or any other functional features of Google Telephony Services.
4. Legal Compliance. End customer’s obligation to comply with applicable law described in the Google Telephony agreement includes End customer’s obligation to comply with any regulatory requirements, relating to telecommunications or otherwise, arising from its marketing of Google Telephony Services. End customer is responsible for conducting adequate due diligence to determine what legal requirements apply to its marketing of Google Telephony Services under this Google Telephony Rider.
5. Customer Communications. Notwithstanding anything to the contrary in the GCP Rider or Google Telephony Agreement, End customer agrees that Google may directly contact the Google Telephony Services Customers, subject to the then- current Google Cloud Privacy Notice at https://cloud.google.com/terms/cloud-privacy-notice, for the purpose of complying with applicable legal or regulatory obligations, and that End customer will provide reasonable assistance in facilitating such communications.
6. End customer will include a statement that Google Telephony Services are provided directly to Customer by the Google Telephony Service Provider, as that term is defined in Customer’s agreement with Google, in a conspicuous location and bold print in its: (a) Customer Agreements relating to Google Telephony Services; and, (b) End customer’s invoices provided to Customers including charges for Google Telephony Services.
Pricing, Payment and Taxes.
1. Pricing. If End customer charges its Customers for any Google Telephony Services as an individual line item, then End customer will not charge more than Google’s List Price.
2. Usage. Google’s measurement of Customers’ use of Google Telephony Services is final. End customer’s obligation to remit all Fees is non-cancellable (and not conditional on End customer collecting payment from Customers even in the case of insolvency and/or suspected fraudulent activity).
3. Invoicing. Unless otherwise agreed in writing between Supplier and End customer, the Supplier will invoice End customer on a monthly basis for Fees, Taxes and Calling Rates accrued at the end of the then-current month. End customer agrees to remit all invoiced Fees, Taxes and Calling Rates in accordance with the Supplier’s Terms and Conditions.
4. End customer Discount. Unless otherwise specified in this Google Telephony Rider, discounts described in the Program Guide apply to subscription Fees for Google Telephony Services (as applicable), but do not apply to Calling Rates or Taxes.
5. Taxes. Notwithstanding anything to the contrary in this Google Telephony Rider, (i) Supplier will invoice End customer to collect all Telephony Taxes, regardless of any End customer’s tax exemption certificates; (ii) End customer agrees to pay all invoiced Telephony Taxes in accordance with Supplier’s Terms and Conditions; and (iii) if End customer charges Customers more than Google’s List Price for Google Voice, then Supplier will calculate, collect, and remit any additional Telephony Taxes arising from sales of Google Voice above the List Price.

Exhibit C: SecOps Google Product Schedule

1. SecOps Products. This SecOps Google Product Schedule governs End customers sale of the SecOps Products. Supplier appoints End customer as a non-exclusive user of SecOps Products subject to the terms and conditions of the GCP Rider and this SecOps Google Product Schedule.

2. Contract Structure. This SecOps Google Product Schedule (“SecOps Schedule”), together with the other terms of the GCP Rider will form a separate rider between the Parties subject to the terms of this SecOps Schedule. With respect to SecOps Products only, in the event of a conflict between the terms of this SecOps Google Product Schedule and the terms of this Rider, the terms of this SecOps Google Product Schedule shall take precedence.

3. Ordering. Each Order will be for the term identified on the Order and will identify the Customer (the original term and any renewal term(s) shall be the “Order Term”). End customer is responsible for: (a) ensuring that each Order contains complete and accurate information; (b) submitting each Order to Supplier; and (c) providing any additional Customer contact details reasonably required for the provision of SecOps Products. Upon Supplier’s acceptance of an Order, it will form a valid and binding ordering document under this Agreement to provide SecOps Products to the relevant Customer. End customer may, during the Order Term, submit additional Orders to Supplier to add additional Deployment Attributes for a prorated term during an Order Term. End customer acknowledges that Google reserves the right to reject any order for any reason, in such a case Supplier will reject End customer relevant Order.

4. Order Termination. Upon expiration of the Order Term, the SecOps Products will no longer be available for the relevant Customer.

5. Usage and Invoicing. End customer will pay all Fees for the SecOps Products. Supplier will invoice End customer for the Fees as described in the applicable Order. Supplier reserves the right to issue additional invoices to End customer in arrears if a Customer’s usage of SecOps Products exceeds the licenses in the Order. Any such additional usage will be charged at Supplier’s then-current list prices.

6. Customer Agreement. End customer will include the following terms in all Customer Agreements where the Customer has ordered any SecOps Products: (a) the SecOps Service Specific Terms; and (b) provisions specifying that during the Order Term, Customer must comply with any additional terms set out in an Order specifying terms the Customer must comply with during the Order Term.

7. Free Trial (based upon Product Availability and Google´s written Approval) Where a Customer requests a free proof of concept trial of the SecOps Products (each, a “Free Trial”), then End customer may, at Google’s discretion, either (a) direct Customer to Google, and Google will provision a Free Trial Account to Customer at Google’s discretion; or (b) offer Customer a Free Trial provided that (i) End customer complies with its obligations under the GCP Rider, (ii) the maximum duration of each Free Trial will be no more than ninety (90) days beginning when the SecOps Products are made available to Customer (“Free Trial Start Date”), and (iii) Google may terminate Free Trials in its discretion upon notice. If End customer offers a Free Trial to a Customer under subsection (b) of this section, then, in addition to End customer’s obligations under the GCP Rider, End customer will include the following additional terms in its Customer Agreements: (x) a Free Trial will operate until the earlier of (i) the end of the trial period for which Customer registered, (ii) the start date ordered by Customer pursuant to a paid order form, or (iii) termination by Google or Supplier (the “Trial Period”); (y) when a Free Trial ends or terminates, Customer will no longer have access to the SecOps Products; and (z) FOR FREE TRIALS, THE SECOPS PRODUCTS ARE PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND; ANY SERVICE LEVEL AGREEMENTS DO NOT APPLY TO FREE TRIALS AND END CUSTOMER WILL DISCLAIMS ALL LIABILITY FOR SUPPLIER AND GOOGLE IN CONNECTION WITH A FREE TRIAL (TO THE EXTENT PERMITTED BY APPLICABLE LAW).

8. Definitions. For purposes of this SecOps Google Product Schedule, the following terms from the GCP Rider or this SecOps Google Product Schedule are given the meanings defined for them in this section:

“Data Processing and Security Terms” or “DPST” means the then-current terms describing data processing and security obligations with respect to Partner Data for the SecOps Products, as described at: https://cloud.google.com/terms/secops/dataprocessing-terms/partner.

“Deployment Attributes” means the quantified usage of the Services or other scope of use restrictions as specified on an Order.

“Fees” means the then-current applicable fees for SecOps Products as specified in the applicable Order.

“Instance” means one single configuration of the Services. Each Instance requires a unique service license key to operate. Multiple identically configured Instances running with separate configurations are considered separate instances.

“Project” means an Instance of the SecOps Products configured and used by Customer.

“SecOps Products” means the Services, TSS, Software, and/or other products/services that may be made available to End customer for resale.

“SecOps Services Terms” means the “SecOps Services Agreement” described at: https://cloud.google.com/terms/secops, and any incorporated terms therein that pertain to the SecOps Products.

“Service Specific Terms” or “SecOps Service Specific Terms” means the then current terms specific to one or more SecOps Products or Software described at https://cloud.google.com/terms/secops/service-terms.

“Services” also referred to as “Products” means the then-current SecOps Services as described at the Services Summary (including any associated APIs).

“Services Summary” means the summary of SecOps Services at https://cloud.google.com/terms/secops/services, which may be updated from time to time.“SLA” means the then-current service level agreements described at https://cloud.google.com/terms/secops/sla

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