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    • DEFINITIONS

    • “Acceptable Use Policy” or “AUP” means the acceptable use policy for the Services: https://cloud.google.com/cloud/terms/aup.
    • “Account” means Customer’s Google Cloud Platform account.
    • “Affiliate” means, in relation to each of the Parties, any entity that directly or indirectly controls, is controlled by, or is under common control with, that Party.
    • “Agreement” means the Customer Agreement entered into between Cloud Office and the Customer, together with any exhibits, addendums, attachments, annexes and any other attachments expressly referenced therein, which are integral part of the Customer Agreement.
    • “Application(s)” means any web application Customer creates using the Services, including any source code written by Customer to be used with the Services or hosted in an Instance.
    • “Cloud Office” also referred to as “Partner” means Cloud Office Ltd. – a company incorporated and existing under the laws of Republic of Bulgaria, registered in the Commercial register under unified identification code (UIC) 205743223, having its seat and registered office at Sofia, 1000, 37 Georgi Benkovski Str., 1st fl., which acts as an independent, non-exclusive reseller and/or supplier of the Services to customers in Central and Eastern Europe.
    • “Committed Purchase(s)” means Customer’s commitment to spend a specified amount for use of the Services over a specified period of time, whether Customer uses those Services or not.
    • “Committed Units” has the meaning set forth in the Service Specific Terms.
    • “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
    • “Customer Data” means data provided to Google by or on behalf of Customer or Customer End Users via the Services (except TSS) under the Account.
    • “Customer End Users” means the individuals whom Customer permits to use the Services, Application, or Project.
    • “Data Processing and Security Terms” means the then-current terms describing Google’s data protection and processing obligations with respect to Customer Data, as stated at: https://cloud.google.com/terms/data-processing-terms 
    • “Documentation” means the Google documentation (as may be updated from time to time) in the form generally made available by Google to its customers for use with the Services at https://cloud.google.com/docs/. 
    • “Fees” means (a) the applicable fees set forth at http://cloud.google.com/skus, for each Service less the applicable Discount, and TSS, and (b) any applicable Taxes.
    • “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.
    • “Instance” means a virtual machine instance, configured and managed by Customer, which runs on the Services.
    • “Legal Process” means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
    • “Package Purchase” means Customer’s commitment to purchase a specified package of the Services over a specified period of time, whether Customer uses those Services or not.
    • “Party” shall mean Cloud Office or the Customer separately.
    • “Parties” shall mean Cloud Office and the Customer collectively.
    • “Project” means a grouping of computing, storage, and API resources for Customer, through which Customer may use the Services.
    • “Services” also referred to as “Products” means the services as described at the Services Summary (including any associated APIs); and TSS.
    • “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 terms that are specific to each Service at https://cloud.google.com/cloud/terms/service-terms. For the purposes of the Agreement, the term “Reseller” in the Service Specific Terms means “Cloud Office”.
    • “Software” means any downloadable tools, software development kits, or other proprietary computer software provided by Google in connection with the Services, that may be downloaded by Customer, and any updates Google may make to such Software from time to time.
    • “Suspend” or “Suspension” means disabling access to or use of the Services, or components of the Services.
    • “Territory” means (a) the territory on the Partner registration form when Partner resells the Service(s) solely as integrated in Partner’s Integrated Solution, or (b) the countries included on the Territory List that are within the region on the Partner registration form when Partner resells the Service(s) stand-alone or separately from the Integrated Solution.
    • “Territory List” means the list of countries at https://cloud.google.com/cloud-sales-list.
    • “TSS” means the technical support service provided by Google to Customer under the TSSG.
    • “TSS Guidelines” or “TSSG” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at https://cloud.google.com/terms/tssg/ (under Google Cloud Platform Services).
    • “URL Terms” means the following URL terms: AUP, Services, Fees, SLA, Service Specific Terms, Data Processing and Security Terms, and Customer TSSG.


     

    TERMS AND CONDITIONS

    • These Terms and Conditions govern the relationship between Cloud Office and the Customer in relation to the use and purchase of the Services of Google.
    • These Terms and Conditions are binding on the Parties under the Agreement which is evidenced by their signatures on the Agreement. These Terms and Conditions form an integral part of the Agreement. The Parties to the Agreement are Cloud Office and the Customer. By signing the Agreement the Customer expressly agrees to be bound by and abide by the Terms and Conditions described herein.
    • The Customer represents and agrees that acceptance of these Terms and Conditions in writing is not required and the Customer shall be deemed bound by the Terms and Conditions by virtue of the Agreement entered into between Cloud Office and the Customer. The Customer shall be deemed to have been notified of and be bound by these Terms and Conditions from the date of signing the Agreement.
    • Cloud Office may amend the Terms and Conditions. In case of any amendments Cloud Office shall publish them on its website cloudoffice.bg send them to the email address of the Customer. In the event that the Customer does not object in writing to the acceptance of the updated Terms and Conditions within 7 (seven) days of receiving the notification by email, they shall be deemed to be accepted and shall be binding on the Customer

    GOOGLE CLOUD PLATFORM SERVICES

    Cloud Office shall distribute and resell Google Cloud Platform Services to the Customer and Customer may use the Services under the terms of and in accordance with these Terms and Conditions and the Agreement executed between the Parties.

     

    TERM 

    Initial Term. Subject to Customer’s payment of Fees, the initial term will start on the date of signing the Agreement and continue for an undefined period, unless terminated earlier in accordance with these Terms and Conditions. (the “Initial Term”).

     

    PRICING AND PAYMENT TERMS

    • Usage. Customer will pay all Fees based on: (a) Customer’s use of the Services and TSS; (b) any Committed Units selected; (c) any Committed Purchases selected; and/or (d) any Package Purchases selected. Google’s measurement of Customer’s use of the Services is final. 
    • Invoicing. Cloud Office will invoice the Customer on a monthly basis for all Fees accrued at the end of the then-current month consolidated across all Projects under Customer’s Account. Each invoice will include data in sufficient detail to allow Customer to validate the Services purchased and associated Fees.
    • Payment. Customer’s obligation to pay all Fees is non-cancellable. All payments due are in US dollars or, if different, in the currency indicated on the invoice. Payments must be made in accordance with the instructions in the invoice. 


     

    PROVISION OF SERVICES

    • Admin Console. In connection with using the Services, Customer will have access to the Admin Console, through which Customer may administer the Services.
    • Service Specific Terms. The Service Specific Terms are incorporated by this reference into these Terms and Conditions.
    • Service Level Agreements. Google will provide the Services in accordance with the applicable SLA (if any). To the extent permitted by law, the only remedies for failure to provide the Services in accordance with the applicable SLA are those stated in the SLA.


     

    UPDATES TO SERVICES AND TERMS

    • Changes to Services.
    • Limitations on Changes. Google may update the Services, provided the updates do not result in material reduction on the functionality, performance, availability, or security of the Services.
    • Discontinuance. Google will notify Customer at least 12 months before discontinuing any Service (or associated material functionality), unless Google replaces such discontinued Service or functionality with a materially similar Service or functionality.
    • 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 the Data Processing and Security Terms, or (iii) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to URL Terms.
    • Permitted Changes. Section 7.1 (Changes to Services) and Section 7.2 (Changes to Terms) do not limit 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 or functionality.


     

    SOFTWARE

    • Provision of Software. If applicable, Google will provide Software to Customer and Customer may use the Software provided by Google as part of the Services.
    • Third Party License Terms. Certain components of the Software (including open source software) may be subject to separate license agreements, which Google will provide along with such components.


     

    ACCOUNTS

    Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Google has no obligation to provide multiple accounts to Customer.

     

    PROJECTS AND APPLICATIONS

    Cloud Office will create separate Project(s) for each Customer and may allow Customers to create Projects. A single Project may not be used by or for multiple Customers (except as part of the Integrated Solution). Cloud Office will ensure that each Application has material value independent from the Services.

     

    DOCUMENTATION

    Google may provide Documentation in support of Customer’s use of the Services. The Documentation may specify restrictions on how the Applications may be built or how the Services may be used and Customers shall comply with such restrictions.

     

    RESTRICTIONS

    • Use of Services. Unless Google specifically agrees in writing, 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 or all of the source code of the Services (subject to Section 8.2 (Third Party License Terms) above and except to the extent such restriction is expressly prohibited by applicable law); (b) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees; (c) unless otherwise stated in the Service Specific Terms, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (d) access or use the Services: (i) to create, transmit, process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State, (ii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Services, or (iii) to transmit, store, or process Protected Health Information (as defined in HIPAA) (unless both Parties execute a HIPAA BAA).
    • Benchmarking. Customer may not disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation (each, a “Test”) of the Services, unless the disclosure includes all information necessary for Google or a third party to replicate the Test. If Customer conducts, or directs a third party to conduct, a Test of the Services and discloses the results directly or through a third party, then Google (or a Google directed third party) may conduct Tests of Customer’s products or services (if the Customer or a Customer-directed third party conducted the Services Test). Google may disclose the results of any such Test of Customer’s products or services (which disclosure will include all information necessary for Customer or a third party to replicate the Test).


     

    COMPLIANCE

    • Customer shall: (i) ensure that its use of the Services (including use by Customer End Users) complies with the Agreement and these Terms and Conditions, including the AUP; (ii) use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use; and (iii) promptly notify Google of any unauthorized use of, or access to the Services of which Customer becomes aware.
    • Customer is responsible for any violations of the AUP, the Service Specific Terms, or Section 12 (Restrictions), in each case caused by Customer (and Customer End Users), Customer Data, Applications, or Projects. Google reserves the right to review the Applications, Projects and Customer Data for compliance with the AUP where Google reasonably believes that the Applications, Projects, or Customer Data (as applicable) does not comply with the AUP.


     

    PRIVACY

    • Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by this reference into these Terms and Conditions.
    • Consent to Processing. Customer shall obtain and maintain any required consents necessary to permit the processing of Customer Data under the Agreement and these Terms and Conditions.


     

    CUSTOMER DATA; FEEDBACK

    • Use of Customer Data. Google will only access or use Customer Data to provide Services to Customer and will not use it for any other Google products, services or advertising.
    • Services Feedback. If Customer provides Feedback to Google, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.


     

    INTELLECTUAL PROPERTY OWNERSHIP

    Except as expressly set forth neither the Agreement nor these Terms and Conditions grant either Party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the Parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Google owns all Intellectual Property Rights in the Services and Software.

     

    CESSATION/SUSPENSION OF SERVICES

    • Ceasing Services Use. Customer may stop using the Services at any time.
    • Project Removal. Google reserves the right to remove Projects for inactivity upon 30 days advance notice, if, for a period exceeding 180 days, such Project does not have: (a) active virtual machine or storage resources, (b) associated Applications that are serving any requests; and (c) has not incurred any Fees for Services.
    • AUP Violations – Suspension by Cloud Office. If Cloud Office becomes aware that any Application, Project, or Cloud Office Data violates the AUP, Cloud Office will immediately suspend the Application, Project, or Customer’s access and/or remove the relevant Cloud Office Data or (as applicable).
    • AUP Violations – Suspension by Google. If Cloud Office fails to suspend or remove as noted in section 17.3 above, or if Google becomes aware that Customer’s or any Customer End User’s use of the Services does not comply with the AUP, Google will give Customer notice of such violation by requesting that Cloud Office correct the violation. Google may Suspend all or part of Customer’s use of the Services if: (a) Customer fails to correct such violation within 24 hours of such request, or (b) if Google is otherwise required by applicable law to take action.
    • Emergency Security Issues. Despite the foregoing, Google may immediately Suspend Customer’s use of the Services if necessary to comply with law or protect the Services or Google’s infrastructure supporting the Services.
    • Limitations on Suspension. Any Suspension under this Section 17 (Cessation/Suspension of Services) will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension, and Google will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted.


     

    ACKNOWLEDGMENTS

    • Cloud Office and Google are independent contractors and Cloud Office is not Google’s agent or partner or in a joint venture with Google.
    • Google is a processor, and Customer is the controller of any such data, as the terms “controller”, “processed”, “processor” and “personal data” have the meaning given in the European Data Protection Legislation. 
    • Google and/or Cloud Office will not be liable for any damages, whether direct, indirect, incidental or consequential, arising from Cloud Office’s distribution and resale of the Services to Customer.
    • Google does not make and expressly disclaims to the fullest extent permitted by applicable law any warranties with respect to the Services on behalf of Google, including warranties of merchantability, fitness for a particular use, and non-infringement. 


     

    COPYRIGHT POLICY

    Customer acknowledges and accepts that 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 in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s copyrights and wants to notify Google, Customer can find information about submitting notices, and Google’s policy about responding to notices at http://www.google.com/dmca.html.

     

    TECHNICAL SUPPORT SERVICES

    • Customer acknowledges that Google may provide technical support directly to Customer in accordance with the Service TSSG applicable to each Service and as may otherwise be specified in any agreement between the Customer and Google. 
    • Support under the TSSG will only be provided in or to the applicable Territory for each Service.


     

    LIABILITY AND INDEMNIFICATION

    • Customer acknowledges and accepts that with respect to the use of the Services any and all commitments, indemnities and other terms and conditions are made directly by Google to the Customer in accordance with the Google Terms of Service. For avoidance of any doubt, Cloud Office makes NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO THE CUSTOMER, INCLUDING BUT NOT LIMITED TO ANY KIND OF IMPLIED WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE AND NON-INFRINGEMENT.
    • LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER CLOUD OFFICE NOR GOOGLE OR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT ALLOWED BY LAW, CLOUD OFFICE’S ENTIRE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO CLOUD OFFICE IN RESPECT OF THE AGREEMENT AND THESE TERMS AND CONDITIONS.
    • Indemnity. Customer acknowledges and accepts to observe and comply with Google policies regarding Indemnification Obligations under the Google Cloud Platform Terms of Service. 


     

    TERMINATION

    • Termination for Breach. Either Party may suspend or terminate the Agreement for breach if: (i) the other Party is in material breach of the Agreement and these Terms and Conditions and fails to cure that breach within 30 days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iii) the other Party is in material breach of the Agreement and these Terms and Conditions more than two times notwithstanding any cure of such breaches. If Cloud Office becomes aware that Customer engages in illegal or deceptive trade practices or any other behavior prohibited by the Agreement and these Terms and Conditions, Cloud Office may terminate Services for the Customer in addition to terminating the Agreement for breach pursuant to this Section.
    • Termination for Convenience. Cloud Office may terminate the Agreement upon 90 days’ prior written notice.
    • Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one Party to the other will cease; (ii) notwithstanding Section 5.2, all Fees owed by Customer to Cloud Office are immediately due upon receipt of the final invoice; (iii) Customer will delete the Software, any Application or Project, and Customer Data; and (iv) upon request, each Party will use commercially reasonable efforts to return or destroy the other Party’s Confidential Information.


     

    CONFIDENTIALITY

    • Protection of Confidential Information. The recipient of Confidential Information will not disclose that information, except to Affiliates, employees, agents, subcontractors or professional advisors (collectively “Representatives”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will use, and ensure that its Representatives use, the received Confidential Information only to exercise rights and fulfill obligations under the Agreement, while using no less than reasonable care to keep it confidential.
    • Disclosure of Confidential Information. Subject to this Section, a Party may disclose the other Party’s Confidential Information (i) pursuant to a Legal Process or (ii) with the other Party’s written consent.
    • Notification. Before a Party discloses the other Party’s Confidential Information pursuant to a Legal Process, the disclosing Party will promptly notify the other Party, but notice will not be given before such a disclosure if the disclosing Party is informed that it is legally prohibited from giving notice or that the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
    • Opposition. Each Party will cooperate with the other Party’s reasonable requests relating to efforts to oppose disclosure of the other Party’s Confidential Information.


     

    GENERAL PROVISIONS

    • Survival. All accrued and unpaid Fees and the terms of Section 12.2 (Benchmarking), Section 15.2 (Services Feedback), Section 21 (Liability and Indemnification), Section 22.3 (Effect of Termination), as well as Customer’s obligations to pay any amounts due and payable under the Agreement shall survive expiration or termination of the Agreement.
    • General. If any provision of the Agreement or these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement and these Terms and Conditions will otherwise remain in full force and effect and enforceable. Both Parties agree that the Agreement together with these Terms and Conditions is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, including any prior non-disclosure or evaluation agreement between the Parties, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. Cloud Office shall not be liable for any disruptions to the Services or nonperformance resulting from force majeure, including natural disasters, labor disturbances, nonperformance by subcontractors or suppliers, delays or failures of telecommunications, weather conditions, war, terrorism, epidemics, governmental or court orders, or any other reason beyond the reasonable control of Cloud Office. The failure of Cloud Office to exercise or enforce any right or provision of the Agreement and these Terms and Conditions shall not be a waiver of that right. In any action or proceeding to enforce rights under the Agreement and these Terms and Conditions, the prevailing Party will be entitled to recover costs and attorneys’ fees. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in the Agreement and these Terms and Conditions will be construed as if followed by the phrase “without limitation.” 
    • Electronic signature. All documents may be also signed electronically with electronic signature in compliance with the provisions of Art. 3, paragraphs 10, 11 and 12 of the Regulation (EU) No. 910/2014. Parties agree that signatures executed electronically will have the legal force of handwritten signature pursuant to Art. 13, para. 4 of the Electronic Document and Electronic Trust Services Act of the Republic of Bulgaria. 
    • Notice. All notices under the Agreement will be in writing to the contact information set forth in the Agreement and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

    Governing Law and Jurisdiction. The Agreement and these Terms and Conditions shall be governed by the laws of the Republic of Bulgaria without regard to the principles of conflicts of law. Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the Courts of Bulgaria.