General Terms. Lumen resells GCP Services from its vendor Google. GSP Services are subject to all of the following:
- Services are available only to non-Public Sector entities headquartered in the United States, the United Kingdom, Singapore, and Brazil. (“Public Sector” means federal, state, or local government entities (or representatives of such entities) but excludes any: (i) non-profit entities (as defined under the relevant statutes), and (ii) educational institutions providing legitimate educational or instructional services.
- Lumen may make changes to the Lumen-provided GCP Services (including the availability or operation of certain features or functionality or the termination of certain offerings or functionality) at any time and without prior notice.
- Lumen reserves the right to terminate Customer’s use of GCP Service if Google for any reason terminates its agreement with Lumen. Lumen will use commercially reasonable efforts to provide Customers advance notice of termination. In the event of any termination, the parties will cooperate to develop a transition plan and Lumen will work with Google to facilitate the transition and migration of Customer to Google or to another authorized reseller prior to the effective date of the termination.
- Customer agrees that Lumen is required to collect and provide to Google certain Customer information which may include, but is not limited to, name and contact information and account ID. In addition, Customer agrees that nothing in these terms, the applicable Service Exhibit (and relevant Schedule) or the Agreement shall preclude Google or Lumen from capturing, retaining, and using network and usage information whenever Customer accesses or uses Google’s site or authorized services for the purposes of (a) providing Cloud Application Management Services (including by way of example, billing of GCP Services and other administrative services), (b) operating, maintaining, providing, or improving GCP Services, or (c) to comply with law or a binding order of a governmental body. With respect to Customer’s use of Google’s site or authorized services that include one or more third party solutions, Google or Lumen may disclose to the applicable third-party solution provider Customer’s name, city, state/region, country and zip/postal code and information associated with the Customer’s use of the Google site (which may include security terms), authorized services or in connection with Customer’s transition to or from Lumen. Customer consents to allow Google to communicate directly with Customer concerning orders, provisioning, Service options, surveys and related products and services.
- Customer shall not sell, resell, transfer or sublicense all or any portion of the GCP Service, including without limitation, any log-in credentials and private keys to any other entity or person, excluding its agents and subcontractors performing work on behalf of Customer.
- GCP Services are subject to the then-current Google Service Level Agreement (SLA) located at https://cloud.google.com/terms/sla/. Google may be makes to the SLA at any time; however, Google will provide 90 days advance notice, posted on the applicable website, for material and adverse changes to the SLA. Customer must submit credits requests to Lumen. Subject to verification of the interruption or failure giving rise to the credit request, Customer will receive any credits due directly from Lumen, which will be issued against a subsequent month’s invoice. SLAs provide Customer's sole and exclusive remedies for any Service interruptions, deficiencies, or failures of any kind.
- For technical support and operations activities, call the Global Operations Support Center or open a ticket via the Cloud Application Manager interface. Support Engineers are available 24x7x365 and will respond in accordance with the severity level of your case.
- Customer is solely responsible for compliance with applicable laws related to the manner in which GCP Services are utilized and configured, including the transfer and processing of content and/or, personal data and the regions in which Customer elects to use the GCP Services and store any applicable content and/or personal data. Lumen is not responsible and has no liability whatsoever for any unauthorized access to Customer’s GCP account or content or for any other failure or interruption of an GCP Service. In no event will Customer use the GCP Services to process or store any government classified data as such term is defined by the applicable regulatory/governmental body of any local jurisdiction in which Customer elects to use the GCP Services or any otherwise restricted data.
- Customer will ensure that its content and its end users’ content will not violate any Lumen policies or any applicable law. Customer is solely responsible for the development, operation, maintenance, security and use of content, including its technical operation, compatibility of APIs, and proper handling of any end user or third party notices or claims, including notices pursuant to applicable copyright law.
- Lumen is not responsible for any loss or corruption of data or information or breach of the GCP Services. Customer is solely responsible for configuring the account and using the GCP Services in a manner that provides security and redundancy, including enhanced access controls, encryption and backup.
- Lumen is not responsible or liable for the GCP Services (direct or via any indemnity), including any liability for or related to unauthorized access, content or data loss. Lumen’s obligations related to content are exclusively governed by the applicable security and compliance terms and conditions in the applicable Service Exhibit and Agreement. Customer understands and agrees that Lumen and/or its vendor, Google, may process or access Customer’s data or content as may be needed may be to provide the Services. Customer consents to Lumen’s and its affiliates or vendor’ use and transfer to the United States, or other countries, data or information (including Customer contact information such as names, phone numbers, addresses and/or email addresses) of the Customer for the sole purpose of: (i) fulfilling its obligations herein; and (ii) providing information to Customer about Lumen’s products and services. Customer represents that it will ensure that all information provided to Lumen is accurate at all times and that any business contact has consented to Lumen’s processing of such information for such purposes.
- Customer agrees that it or its licensors own all rights, title, and interest in and to Customer content.
- The GCP site and GCP Services are provided “AS IS.” Lumen makes no representations or warranties related to, is not responsible for, and shall have no liability whatsoever related to the GCP Services, including, but not limited to, any failure, interruption, or termination of an GCP Service by GCP (or by Lumen in order to comply with any GCP requirement or direction) for any reason, including any election by GCP to remove regions/countries from availability or any other reasons deemed necessary by Google. Lumen makes no representation, warranty, or guarantee that any Services performed comply with or satisfy any applicable governmental or industry data security standard. If Services include security services provided by Lumen, Customer acknowledges that Lumen may not identify all possible incidents or vulnerabilities and Lumen disclaims any responsibility for any unidentified or misidentified incidents or vulnerabilities.
- Customer agrees to comply with the GCP Acceptable Use Policy (AUP) located at https://cloud.google.com/cloud/terms/aup or any successor related locations, as may be updated from time to time. Lumen may (i) notify Customer of any service interruption, suspension, termination, or violations of the GCP Acceptable Use Policy, the United States' Digital Millennium Copyright Act, or any other applicable law, in connection with removing or disabling access to content that violates the GCP Acceptable Use Policy; or (ii) suspend use of an GCP Service (including any software, as applicable) if Lumen or Google reasonably determines Customer’s use poses a security risk, adversely impacts Google’s systems or the systems, content of other Google customers, risks subjecting Google and Lumen to liability or as required to comply with applicable law. Lumen will, if practicable, and subject to agreement by Google, restore Customer’s use and access promptly after the problem giving rise to the suspension is resolved. Lumen shall have no liability related to any notice, suspension, or assistance provided in connection with this paragraph. Customer continues to be responsible for all fees and charges Customer incurred during the period of suspension; and Customer will not be entitled to any service credits under an applicable SLA for any period of suspension. In addition, Customer’s use of GCP Service may be suspended for an Emergency Security Issue. “Emergency Security Issue” means either (a) Customer’s use of the GCP Services could disrupt: (i) the GCP Services or Googles services; (ii) third parties’ use of either Lumen’s GCP Services or Google’s services; or (iii) the Lumen or Google network or servers used to provide the services; or (b) unauthorized third-party access to the GCP Services.
- In addition to any other applicable section related to taxes in the Agreement, Lumen will charge Customer for any applicable taxes and indirect taxes, including excise, sales and transactions, and gross tax to the extent Google applies such taxes to Lumen. In addition, Customer acknowledges and agrees that Lumen may pass through to Customer any withholding taxes that Google deems Lumen is, directly or indirectly responsible for and Customer agrees to pay additional amounts necessary so that the net amount received by Lumen is equal to the amount due and payable under the Agreement and these terms.
- Indemnity. Customer will defend, indemnify, and hold Lumen, its affiliates and lice nsors and vendors and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third party claim concerning: (a) violation of applicable law by Customer, Customer’s content or Customer’s submissions; (b) alleged infringement or misappropriation of any third party rights by Customer content or submissions or by the use, development, design, production, advertising or marketing of Customer content or submissions; or (c) Customer’s or its end-user’s use of the GCP Services in violation of the Google AUP. As used herein “content” means software (including machine images), data, text, audio, video, or images; and “submissions” means content that Customer posts or otherwise submits to developer forums, sample code repositories, public data repositories, community focused areas on Lumen’s or Google’s website, or any other part of the Lumen or Google website that allows third parties to make available software, products, or data. Notwithstanding anything to the contrary in the applicable Exhibit or Agreement, Customer’s obligations to indemnity Lumen are excluded from any applicable limitations and exclusions on liability.
- In addition to Section 16 above, Customer will reimburse Lumen and its affiliates, and each of their respective employees, officers and directors for their respective out of pocket costs (including reasonable attorneys’ fees) incurred to defend any lawsuit brought against Lumen and/or Google or its affiliates by an unaffiliated third party alleging that Customer’s content or submissions infringe that party’s intellectual property rights. Lumen may, at its election and expense, assume control or otherwise participate in the defense of such claim. Customer will indemnify and hold harmless Lumen, its affiliates or vendor and each of their respective employees, officers and directors for the amount of any adverse final judgment or settlement arising out of the foregoing claim.
- Customer will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. Customer is solely responsible for compliance with applicable laws related to the manner in which Customer chooses to use the GCP Services, including (i) Customer’s transfer and processing content; (ii) the provision of content, and (iii) specifying the GCP region in which any of the foregoing occur.
- Data Handling Upon Termination or Expiration. Customer has access to and the ability to retain data contained within Customer’s account for the duration of the applicable service term and through the effective date of termination or expiration. Customer is responsible for facilitating the handoff or transfer to Customer of information, including data and root account credentials, prior to the effective date of termination. Deletion of data by Google after termination may take up to 180 days.
- Customer will not use the Services to operate or enable any telecommunications service or in connection with any other service that allows Customer to place calls or to receive calls from any public switched telephone network; or access or use the Services (i) to create, transmit, process or store any data or content 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 (unless Customer has previously requested and agreed to Lumen’s standard BAA).
- Any disputes related to an invoice provided by Lumen must be made promptly and in no event later than the applicable due date.
- All Damages Liability Limitations, Exclusions and Disclaimers of Warranty and/or similar waiver of consequential damages provisions in the Agreement and all applicable Direct Damages provisions in the applicable Service Exhibit shall apply collectively to Lumen, its affiliates, contractors and suppliers. To the extent permitted by applicable law, Google disclaims (i) all liability for any damages, whether direct, indirect, incidental or consequential, arising from CenturyLink’s sell of the Services to Customer; and (ii) all warranties with respect to the Services, including, warranties of merchantability, fitness for a particular purpose, and non-infringement.
- Customer acknowledges that Lumen and Google are independent contractors and Lumen is not Google's agent or partner or in a joint venture with Google.
- If Customer uses the GCP Services to process or cause Lumen to process personal data subject to the EU General Data Protection Regulation, 2016/679 (“GDPR”), then the attached Data Protection Addendum (Appendix A) will apply.
- Customer will comply with applicable laws and regulations with respect to the retention of Customer Data, including determining and applying the appropriate retention and hold periods and, if applicable, promptly furnishing any Customer Data in a usable format. Customer is also responsible for keeping its account in good standing during any retention and hold period. Upon deletion of Customer’s account, or termination of the GCP Service for any reason, Google may delete the applicable Customer Data.
- Use of Services. Customer use the Service involving High Risk Activities. “High Risk Activities” means activities where the failure of the Service could lead to death, serious personal injury, or severe environmental or property damage.
- Customer is responsible for providing the necessary notices, and obtaining and maintaining any consents, required from End Users to allow Lumen and Google to perform their respective contractual obligations in respect of the Customer.
