Reseller Terms and Conditions for Google Cloud Products

The following terms and conditions (these "Terms" or "Indirect Reseller Agreement") apply to your (the "Indirect Reseller") purchase and resale of Google Cloud Products ("Products") in addition to the existing agreement or terms and conditions applicable to your purchase terms of products or services from Ingram Micro Inc. or its affiliates ("Partner"):

1. Authorization. Indirect Resellers may resell or supply: (i) to end customers ("Customers") or other authorized resellers ("Resellers"); or (ii) for Indirect Reseller's own use and internal business purposes, provided that Indirect Reseller at all times also maintain other Customers (in addition to themselves), in which case the Indirect Reseller will also be considered "Customers" under these Terms and its use of the applicable Products (defined below) will be subject to Indirect Reseller's compliance with the applicable Google Terms of Service.
2. Use of Google Brand Features. As long as Indirect Reseller is authorized by Partner to resell or supply the applicable Products, Partner grants to Indirect Reseller a non-exclusive, non-royalty-bearing, and non-sublicensable sublicense to display, in accordance with these Terms and the Trademark Guidelines, Google's Brand Features solely for the purpose of Indirect Reseller's marketing, resale, or supply of the applicable Products. This sublicense is revocable at any time upon written notice from Partner.
3. Indirect Reseller may refer publicly to itself as authorized reseller of Partner in connection with its resale or supply of the applicable Products.
4. For the avoidance of doubt, Google is not obligated to provide any benefits to Indirect Reseller under these Terms.
5. Service Specific Terms for GCP. When purchasing Products under these Terms, Indirect Reseller hereby expressly agrees that Google's Service Specific Terms are expressly incorporated by reference into these Terms.
6. Indirect Reseller will: (i) ensure that its use of the Products (including use by its own and the Resellers' and Customers' End Users) complies with these Terms, including the AUP; (ii) use commercially reasonable efforts to prevent and terminate any unauthorized access to, or use of, the Products; and (iii) promptly notify Partner of any unauthorized use of, or access to, the Products of which Indirect Reseller becomes aware.
7. Indirect Reseller is responsible for any violations of the AUP, the Service Specific Terms, or Section 8 (Restrictions), in each case caused by Indirect Reseller, Resellers or Customers (and each of their End Users), Partner Data, Applications, or Projects.
8. Restrictions. Indirect Resellers may not:
   1. resell the applicable Products to any third parties who will resell or supply the applicable Products, except other Resellers and Customers;
   2. solicit business from, or actively sell or provide any Products to, any entity: (A) that does not have a principal place of business within Partner's authorized applicable Territory for the relevant Products or (B) in violation of any applicable export laws;
   3. subcontract any of its obligations regarding the marketing, resale, or supply of the Products, sublicense or otherwise transfer any rights granted to Indirect Reseller by these Terms or any other agreement with Partner;
   4. represent itself as an agent of Google or Partner for any purpose;
   5. except as and to the limited extent permitted under Section 3 above, issue any public statement regarding its authority to resell Products without Partner's and/or Google's prior written approval (which approval may be via email);
   6. suspend provision of the applicable Products to a Reseller or Customer unless: (A) the Reseller or Customer has breached its payment obligations under its agreement with Indirect Reseller; and (B) the applicable Customer Agreement allows for suspension under those circumstances.
9. Consents. Indirect Reseller is responsible, and will ensure that its Resellers and Customers are responsible, for any consents and notices required to permit (i) the Reseller's and Customers' respective use and receipt of the Products and (ii) Google's accessing, storing, and processing of Partner Data under these Terms or the Service Specific Terms.
10. Back-to-Back Orders. Indirect Reseller must have an order placed by a Customer under a Customer Agreement before submitting an order for Products from Partner. Indirect Reseller must place all orders with Partner (and not directly with Google).
11. Privacy. Indirect Reseller will comply with any terms required by European Data Protection Laws and/or Non-European Data Protection Laws (as applicable) for the protection of personal data or personally-identifiable information.
12. Reseller Tools. Indirect Reseller may access Reseller Tools as Partner authorized users. Indirect Resellers' use of the Reseller Tools must comply with all applicable policies and terms governing access to such Reseller Tools. Indirect Resellers must also cease all use of Reseller Tools as Partner authorized users upon the termination or expiration of these Terms.
13. Customer Agreement. Indirect Reseller must include the following in each Customer Agreement: (1) for resale of Products, the Service Specific Terms, (2) an acknowledgement that Partner, the Indirect Reseller, and Google are independent contractors, and neither Partner nor such Indirect Reseller is Google's agent or partner or in a joint venture with Google, (3) a statement for the processing of personal data that Google is a processor, the Indirect Reseller is a controller and/or processor, and Customer is a controller and/or processor (as applicable), of any Customer personal data, as the terms "controller", "processed", "processor", and "personal data" have the meaning given in the European Data Protection Laws, and (4) any terms required by European Data Protection Laws and/or Non-European Data Protection Laws (as applicable) for the protection of personal data or personally-identifiable information. Indirect Reseller must track and record acceptance by Resellers or Customers of the Customer Agreement and provide such information to Partner upon request.
14. Territory Restriction. Indirect Reseller may only resell and/or market the Products in the Territory.
15. Support for Customers. Indirect Reseller will provide knowledgeable pre and post sales assistance to Resellers and Customers regarding the Products. Indirect Reseller is responsible for any and all initial contact from Customers and for all tier 1 support issues related to the Products, and Indirect Reseller will only escalate post sales issues to Partner, not Google.
16. Terms of Use.

    16.1 Indirect Reseller may not sell or supply the Products to a federal or state government entity (including wholly owned government corporations) in or outside the Territory without Partner's prior written consent.

    16.2 The Products are provided by Google. Indirect Reseller must agree to comply with all Google terms and conditions which may apply to the purchase, resale or use of the Products, as well as any applicable laws in the resale of the Products and performance under all applicable terms.

    16.3 Indirect Reseller will (i) at all times conduct its activities in a professional and competent manner; (ii) comply with all applicable laws, regulations and orders of any governmental authority in its resale of the Products; (iii) promote the Products in a manner that maintains the good name and reputation of both Google and the Products; (iv) not engage in any illegal, false, or deceptive acts or practices with respect to its business activities; (v) not make any representations, warranties, or guarantees to Resellers or Customers, or any other third party, with respect to the Products, and (vi) not hold itself out as an agent or representative of Google.

    16.4 Indirect Reseller must promptly forward to each Customer any notice it receives from Google or Partner regarding the Products that may affect that Customer.

    16.5 Partner may at any time modify this Agreement upon written notice to Indirect Reseller. Indirect Reseller's purchase and resale of the Products and its and its Customers' use of the Products after any such modification will be deemed acceptance of such modification.

17. Indemnity.

    17.1 Indirect Reseller Indemnification Obligations. Subject to Sections 17.3 (Exclusions) and 17.4 (Conditions) of these Terms, Indirect Reseller will defend Partner and indemnify Partner against (i) settlement amounts approved by Partner, or (ii) any order by a competent court in any third-party legal proceeding ((i) and (ii) hereafter the "Indemnified Liabilities") to the extent arising from:

    1. Indirect Reseller's breach of its obligations under these Terms; or
    2. data maintained or submitted by Indirect Reseller via the Products or products or services offered by Indirect Reseller in relation to the Products.

    17.2 Indemnity for Product Resale. Subject to Sections 17.3 (Exclusions) and 17.4 (Conditions) of these Terms, Indirect Reseller will defend and indemnify Partner against any Indemnified Liabilities and any third party legal proceedings to the extent arising from: (i) any Integrated Solution Application, Project, Partner Data, or Partner Brand Features; or (ii) Indirect Reseller's or any of its Reseller's or Customer's or their End User's use of the Products in violation of the AUP.

    17.3 Exclusions. Obligations under Section 17.1 (Indirect Reseller Indemnification Obligations) above will not apply to the extent the breach or underlying allegation arises from the breach of these Terms by Partner or from modifications to or combinations of Indirect Reseller's Brand Features or technology (including Products) that were not provided by Partner or Google.

    17.4 Conditions. Section 17.1 (Indirect Reseller Indemnification Obligations) above is conditioned on Partner: (a) promptly notifying Indirect Reseller in writing of any claims or allegations prior to commencement of any legal proceeding; (b) reasonably cooperating with Indirect Reseller to resolve the allegation(s); and (c) tendering sole control of such legal proceeding to Indirect Reseller. Partner may appoint its own non-controlling counsel, at its own expense.

18. Google as Third-Party Beneficiary. Indirect Reseller expressly agrees that Google is a third-party beneficiary entitled to enforce the provisions of these Terms.
19. Verification of Compliance. During the term of any license or subscription for Products purchased by Indirect Reseller and for one (1) year afterward, Indirect Reseller will allow Google and its designated representatives, upon at least ten (10) business days' prior notice from Google or Partner, to inspect Indirect Reseller's books and records for the purposes of verifying Indirect Reseller's compliance with these Terms. Any such inspections will be conducted at Indirect Reseller's premises or remotely during normal business hours, no more than once per calendar year, and in a manner not designed to interfere unreasonably with Indirect Reseller's ordinary business operations. Such inspection shall be permitted only after execution of a nondisclosure agreement specific to such inspection by Partner and/or Google and its agents conducting such inspection, in each instance.
20. Anti-Bribery. Indirect Reseller hereby expressly represents, warrants and covenants that in its performance under these Terms or in the resale or marketing of the Products Indirect Reseller will not violate applicable commercial and public anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, which prohibit corrupt offers of anything of value, either directly or indirectly, to anyone including government officials to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any government employees, candidates for public office, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
21. Changes in Authorization. If Partner or Google removes a state, country, or region from the Territory, Indirect Reseller will stop designating any new accounts for Resellers and Customers located in the removed state, country, or region. However, Indirect Reseller may continue to use for resale previously designated Reseller and Customer accounts located in the removed state, country, or region, except where in such removed state, country, or region, Google no longer permits resale of the Products generally or determines discontinuation of such use is necessary to comply with applicable law.
22. Miscellaneous. Indirect Reseller, Partner, and Google are independent contractors, and neither Indirect Reseller nor Partner is Google's agent or partner or in a joint venture with Google.
23. Definitions.
    1. "AUP" means the then-current acceptable use policy for the applicable Product or Service set forth at the following URL: at https://cloud.google.com/product-terms. For the purposes of this Agreement, references to "Customer" in the AUP means Indirect Reseller.
    2. "Account" means Partner's Google Cloud Platform account.
    3. "Application(s)" means any software program that Partner, Indirect Reseller, or Customer creates or hosts using the Services.
    4. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive Brand Features of each party (and where the party is Google, include the Brand Features of a Google affiliate), respectively, as secured by such party from time to time.
    5. "Customer" means the entity to whom Indirect Reseller resells and/or supplies the Services.
    6. "Customer Agreement" means, for purposes of these Terms, the agreement between Indirect Reseller and Reseller or Customer under which Indirect Reseller sells or supplies the applicable Products to a Reseller or Customer.
    7. "End Users" mean individual end users of a Customer, Reseller or Indirect Reseller who use the Products.
    8. "European Data Protection Laws" means, as applicable: (a) any EEA country national provisions adopted under the EU GDPR; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); (c) the EU GDPR or the UK Data Protection Act 2018 and UK GDPR; and/or (d) any other data protection or privacy legislation in force in the EEA, Switzerland, or the UK. "EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
    9. "Indirect Reseller Agreement" means these Terms and any additional agreement between Partner and Indirect Reseller under which Partner will resell or supply the applicable Products to Indirect Reseller for onward resale or supply to Customers or other Resellers.
    10. "Integrated Solution" means Partner's commercial product or service offering that integrates with the Product(s).
    11. "Non-European Data Protection Laws" means any applicable data protection and privacy legislation, guidelines, and industry standards, other than the European Data Protection Laws.
    12. "Partner Data" means data provided to Google by or on behalf of Partner, Indirect Reseller, Reseller, Customer, or their respective End Users through the Services under the Account, and data that Partner, Indirect Reseller, Reseller, Customer, or their respective End Users derive from that data through their use of the Services.
    13. "Project" means a collection of Google Cloud Platform resources configured by Partner, Indirect Reseller, or Customer via the Products.
    14. "Reseller Tools" means any tools provided by Partner (from Google) to facilitate Indirect Reseller's performance under the Indirect Reseller Agreement.
    15. "Services", "Products", or "GCP" means the then-current Google Workspace, Google Chrome, and 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 Google Cloud Platform services launched after the execution of this Agreement, in each case that Google determines (in its discretion) to require additional terms. For clarity, these Terms do not authorize Indirect Reseller to resell Restricted Services.
    16. "Service Specific Terms" means the then-current terms specific to one or more Products or Services set forth at the following URL: https://cloud.google.com/cloud/terms/service-terms.
    17. "Territory" means the regions specified by Partner.
    18. "Trademark Guidelines" means Google's Guidelines for Third-Party Use of Google Brand Features, set forth at the following URL: http://www.google.com/permissions/ (as the content at such URL and the URL itself may be updated or modified by Google from time to time).