By using this Service (as defined below), you agree to the following terms ("Terms") in addition to the Google Terms of Service ("Google ToS") available at www.google.com/policies/terms/ (or at such other URL as Google may provide).
1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Service, Google may transfer, store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Service, you consent to this transfer, processing and storage of Customer Data.
1.2 Beta Features. Google will have no liability under these Terms and the Google ToS (together, the "Agreement") (including any indemnification obligations) arising out of or related to any use of Beta Features by you or your End Users. Any use of Beta Features will be solely at your own risk and may be subject to additional requirements as specified by Google. Google is not obligated to provide support for Beta Features, and Google may cease providing Beta Features as part of the Service. Google may use and disclose any data derived from your use of a Beta Feature for any purpose as long as Google does not disclose results to third parties in such a manner as would identify or reasonably be expected to identify you or any End Users without your prior written consent. You may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
2. Your Obligations.
2.1 Compliance. You will, and will ensure that your End Users, use the Service in accordance with this Agreement and the Acceptable Use Policy. You warrant that you are authorized to act on behalf of your End Users and that you will be responsible for the actions or omissions of any of your End Users. Google may make Google products or services that are not offered as part of the Service (or data or content collected or derived from use of such Google products or services) accessible by or available to you and/or your End Users in the Service. Unless noted otherwise, Google products or services continue to be subject to the applicable terms of service or agreement with Google for such products or services. Certain data management functionalities within the Service may require the storage of Customer Data in Google Cloud Storage ("GCS"). If so, you agree to the use of GCS in connection with such storage. If you delete Customer Data which is stored in GCS, such Customer Data will deleted in the Service within a commercially reasonable time frame. With respect to such Customer Data in GCS, Google reserves the right, at its sole discretion, to (i) limit storage size (e.g., file size limitations) and (ii) suspend or terminate your use of such data management functionalities and GCS in connection with your use of the Service. Additionally, as the Service may interoperate with Google Drive, you and your End Users using the Service may need to also use Google Drive, including with respect to the storage, retrieval and deletion of reports, data sources and/or other information generated or used in the Service ("Service Files"). Such Data Studio Service Files may be stored in the Google Drive account, including consumer accounts, associated with the Google Account used to access the Service. If Data Studio Service Files stored in Google Drive are deleted, you will no longer be able to access such Data Studio Service Files in the Service. Data Studio Service Files stored in Google Drive may be accessible by users with access to the applicable Google Drive account. As applicable, you agree to the use of Google Drive in connection with the Service and further agree that use of Google Drive is governed by your or your End User's agreement for Google Drive; provided, however, that the Service may access and use Data Studio Files stored in Google Drive in accordance with this Agreement. You have all necessary rights to (i) submit, use and process Customer Data under this Agreement and (ii) authorize the use of the Service in connection with GCS and Google Drive as applicable. If your Service account is linked to a Google Marketing Platform organization (or as subsequently re-named), certain data from your Service account may be shared within the Platform Home (or as subsequently re-named), made accessible to any entity or personnel with access to the Google Marketing Platform organization (or as subsequently re-named), and will be subject to applicable settings in the Platform Home (or as subsequently re-named). Notwithstanding any data share settings within your account (if applicable), Google technical support representatives may have access to the Google Marketing Platform organization (or as subsequently re-named) and its data for the purpose of troubleshooting or servicing the Google Marketing Platform organization (or as subsequently re-named).
2.2 Unauthorized Use. You will use commercially reasonable efforts to prevent unauthorized use of the Service and to terminate any unauthorized use.You will promptly notify Google of any unauthorized use of or access to the Service of which you become aware. Unless Google specifically agrees in writing, You will not, and will use commercially reasonable efforts to make sure End Users and/or third parties do not: (a) sell, resell, lease or the functional equivalent, the Service to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Service or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Service; (d) use the Service for High Risk Activities; or (e) use the Service to store or transfer any Data that is controlled for export under Export Control Laws. Credentials (such as passwords, keys, and client IDs) used to access the Service are intended to be used only by the individual issued such credentials. You will and will ensure that all End Users and/or third parties keep credentials confidential and make reasonable efforts to prevent and discourage unauthorized use of such credentials. You are solely responsible for any applicable compliance with HIPAA or any similarly applicable laws in your jurisdiction. Unless otherwise specified in writing by Google, Google does not intend uses of the Service to create obligations under HIPAA or any similarly applicable laws in your jurisdiction, and makes no representations that the Service satisfies HIPAA requirements (or any similarly applicable laws in your jurisdiction). If you are (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, you will not use the Service for any purpose or in any manner involving Protected Health Information (as defined in HIPAA).
2.3 Third Party Requests. You are responsible for responding to Third Party Requests. Google will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify you of its receipt of a Third Party Request; (b) comply with your reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with the information or tools reasonably required for you to respond to the Third Party Request. You will first seek to obtain the information required to respond to the Third Party Request on your own and will contact Google only if you cannot reasonably obtain such information.
3. Confidential Information.
3.1 Confidentiality. The recipient will not disclose the Confidential Information, except to employees, Affiliates, agents, or professional advisors 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 ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. Confidential Information does not include information that: (a) becomes public through no fault of the recipient; (b) was independently developed by the recipient; or (c) was rightfully given to the recipient by another party without confidentiality obligations. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.
4. Customer Data.
4.1 Use of Customer Data. Subject to Section 1.2 (Beta Features) and Section 2.1 (Compliance), Google will not access or use Customer Data, except (a) as necessary to provide the Service and technical support to you and your End Users, (b) to help secure and improve the Service; provided that Customer Data is not disclosed to any third party without your consent, and (c) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to you and using commercially reasonable efforts to provide you with the opportunity to seek a protective order or the equivalent (at your expense)). You will, and will ensure that your End Users, receive all necessary and legally required consents to upload any personal data to the Service.
5. Representations, Warranties.
5.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use of the Service, as applicable (including applicable security breach notification law). You may not use the Service and may not accept this Agreement if you are not of legal age to form a binding contract with Google.
6.1 Effects of Termination. If this Agreement terminates, then: (a) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (b) after a commercially reasonable period of time following your deletion of Customer Data from the applicable Google Drive accounts, Google will delete Customer Data by removing pointers to it on Google's active servers and overwriting it over time; (c) Google will delete Customer Data stored in GCS after a commercially reasonable period of time; and (d) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
6.2 Suspensions. In addition to Google's rights set forth in the Google ToS, Google may automatically suspend the Service or terminate this Agreement in the event that your use of the Service imposes an unreasonable or disproportionately large load on Google infrastructure (as determined in Google's sole discretion).
7. Changes to the Service or Terms. Google may modify these terms (including URLs referenced in these terms and the content within such URLs) from time to time. A notice of any such modifications will be available at the relevant URL (or a different URL that Google may provide from time to time). Changes to these terms (including changes to the content within URLs) will not apply retroactively and will become effective 14 days after they are posted, except that changes to URL references will be effective immediately. Google may make commercially reasonable changes to the Service from time to time. New applications, features or functionality may be offered from time to time as part of the Service and may be contingent upon your agreement to additional terms. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. No amendment to or modification of this Agreement will be binding unless: (i) in writing and signed by a duly authorized representative of Google; (ii) you accept the updated terms online; or (iii) you continue to use the Service after Google has posted updates to the Agreement or any policy governing the Service.
8.1 Notices. All notices of termination or breach must be in English, in writing and addressed to the other party's Legal Department. The address for notices to Google's Legal Department is email@example.com. All other notices must be in English, in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
8.2 Assignment. No party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
8.3 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) other than in the context of an internal restructuring or reorganization of Google and its Affiliates: (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
8.4 Force Majeure. No party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
8.5 No Waiver; Severability. No party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
8.6 No Agency; Third-Party Beneficiaries. This Agreement does not create an agency, partnership or joint venture between the parties. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
8.7 Subcontracting. Any party may subcontract any of its obligations under this Agreement but will remain liable for all subcontracted obligations and its subcontractors' acts or omissions.
8.8 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief, except that you will not seek, in a proceeding filed during your use of the Service or for one year after such use, an injunction or an exclusion order of the Service or any portion of the Service based on patent infringement.
8.9 Survival. The following sections will survive expiration or termination of this Agreement: Sections 1.2 (Beta Features) (last sentence only), 2.3 (Third Party Requests), 3 (Confidential Information), 6 (Termination), and 8 (Miscellaneous). In addition, any provisions of the Google ToS that by their nature are intended to survive, will survive termination.
8.10 Entire Agreement. This Agreement, including these terms and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference. Any amendment must be in writing and expressly state that it is amending this Agreement.
8.11 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will govern in the following order: these Terms , the Acceptable Use Policy and the Google ToS.
9.1 "Acceptable Use Policy" means the acceptable use policy for the Service available at support.google.com/datastudio/answer/7020012 (as modified from time to time) or such other URL as Google may provide.
9.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
9.3 "Beta Feature" means any Service feature or Service that is expressly identified as "Beta", "Alpha", "Experimental" or "Pre-Release" or that is otherwise expressly identified as unsupported.
9.4 "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
9.5 "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Subject to Sections 1.2 (Beta Features) and 4.1 (Use of Customer Data), Customer Data is your Confidential Information.
9.6 "Customer Data" means data submitted, stored, sent or received via the Service by you or your End Users.
9.7 "End Users" means the individuals or entities, including any third parties, you or your End Users permits to use or access the Service (or any report or component therein).
9.8 "Export Control Laws" means all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, 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.
9.9 "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Service could lead to death, personal injury, or environmental damage.
9.10 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
9.11 "Service means (i) Google Data Studio if you are located in a country other than Japan in which the Service is available; or (ii) Google Data Portal if you are located in Japan.
9.12 "Third Party Request" means a request from a third party for records relating to an End User's use of the Service. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.