The Measurement Services customer agreeing to these terms (“Customer”)
has entered into an agreement with either Google or a third party
reseller (as applicable) for the provision of the Measurement Services
(as amended from time to time, the “Agreement”) through which services user interface Customer has enabled the Data Sharing Setting.
These Google Measurement Controller-Controller Data Protection Terms (“Controller Terms”)
are entered into by Google and Customer. Where the Agreement is between
Customer and Google, these Controller Terms supplement the Agreement.
Where the Agreement is between Customer and a third party reseller,
these Controller Terms form a separate agreement between Google and
Customer.
For the avoidance of doubt, the provision of the Measurement Services
is governed by the Agreement. These Controller Terms set out the data
protection provisions relating to the Data Sharing Setting only but do
not otherwise apply to the provision of the Measurement Services.
Subject to Section 6.2 (No Effect on Processor Terms), these
Controller Terms will be effective, and replace any previously
applicable terms relating to their subject matter, from the Terms
Effective Date.
If you are accepting these Controller Terms on behalf of Customer,
you warrant that: (a) you have full legal authority to bind Customer to
these Controller Terms; (b) you have read and understand these
Controller Terms; and (c) you agree, on behalf of Customer, to these
Controller Terms. If you do not have the legal authority to bind
Customer, please do not accept these Controller Terms.
Please do not accept these Controller Terms if you are a reseller.
These Controller Terms set out the rights and obligations that apply
between users of the Measurement Services and Google.
1. Introduction
These Controller Terms reflect the parties’ agreement on the
processing of Controller Personal Data pursuant to the Data Sharing
Setting.
2. Definitions and Interpretation
2.1
In these Controller Terms:
“Additional Terms" means the additional terms referred to in Appendix
1, which reflect the parties’ agreement on the terms governing the
processing of Controller Personal Data in connection with certain
Applicable Data Protection Legislation.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party.
“Applicable Data Protection Legislation” means, as applicable to the
processing of Controller Personal Data, any national, federal, EU,
state, provincial or other privacy, data security or data protection law
or regulation, including European Data Protection Legislation, the LGPD
and US State Privacy Laws.
"Confidential Information" means these Controller Terms.
“Controller Data Subject” means a data subject to whom Controller Personal Data relates.
“Controller Personal Data” means personal data that is processed by a party pursuant to the Data Sharing Setting.
“Data Sharing Setting” means the data sharing setting which Customer
has enabled via the user interface of the Measurement Services and which
enables Google and its Affiliates to use personal data for improving
Google’s and its Affiliates’ products and services.
“End Controller” means, for each party, the ultimate controller of Controller Personal Data.
"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.
“European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
“GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
“Google” means:
- (a) where a Google Entity is party to the Agreement, that Google Entity.
- (b) where the Agreement is between Customer and a third party reseller and:
- (i) the third party reseller is organised in North America or
in another region outside Europe, the Middle East, Africa, Asia and
Oceania, Google LLC (formerly known as Google Inc.);
- (ii) the third party reseller is organised in Europe, the Middle East or Africa, Google Ireland Limited; or
- (iii) the third party reseller is organised in Asia and Oceania, Google Asia Pacific Pte. Ltd.
“Google Entity” means Google LLC, Google Ireland Limited or any other Affiliate of Google LLC.
“LGPD” means the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais).
“Measurement Services” means Google Analytics, Google Analytics 360,
Google Analytics for Firebase, Google Optimize or Google Optimize 360,
as applicable to the Data Sharing Setting for which the parties agreed
to these Controller Terms.
“Policies” means the Google End User Consent Policy available at https://www.google.com/about/company/user-consent-policy.html.
“Processor Terms” means:
- (a) where Google is a party to the Agreement, the processor terms
available at https://business.safety.google/adsprocessorterms; or
- (b) where the Agreement is between Customer and a third party
reseller, such terms reflecting a controller-processor relationship (if
any) as agreed between the Customer and the third party reseller.
“Swiss FDPA” means the Federal Data Protection Act of 19 June 1992 (Switzerland).
“Terms Effective Date” means the date on which Customer clicked to
accept or the parties otherwise agreed to these Controller Terms.
“UK Controller Personal Data” means Controller Personal Data of Controller Data Subjects located in the UK.
“UK GDPR” means the EU GDPR as amended and incorporated into UK law
under the UK European Union (Withdrawal) Act 2018, and applicable
secondary legislation made under that Act.
“US State Privacy Laws” has the meaning found here.
2.2
The terms “controller”, “data subject”, “personal data”, “processing”
and “processor” as used in these Controller Terms have the meanings
given by either (a) Applicable Data Protection Legislation; or (b)
absent any such meaning or law, the GDPR.
2.3
Any examples in these Controller Terms are illustrative and not the sole examples of a particular concept.
2.4
Any reference to a legal framework, statute or other legislative
enactment is a reference to it as amended or re-enacted from time to
time.
2.5
To the extent any translated version of this Agreement is
inconsistent with the English version, the English version will govern.
2.6
References in the Controller SCCs to the “Google Ads
Controller-Controller Data Protection Terms” shall be deemed to mean the
“Google Measurement Controller-Controller Data Protection Terms”.
3. Application of these Controller Terms
3.1 General
These Controller Terms will only apply to the Data Sharing Setting
for which the parties agreed to these Controller Terms (for example, the
Data Sharing Setting for which Customer clicked to accept these
Controller Terms).
3.2 Duration
These Controller Terms will apply from the Terms Effective Date and
continue while Google or Customer processes Controller Personal Data,
after which these Controller Terms will automatically terminate.
4. Roles and Restrictions on Processing
4.1 Independent Controllers
Subject to Section 4.4 (End Controllers), each:
- (a) is an independent controller of Controller Personal Data;
- (b) will individually determine the purposes and means of its processing of Controller Personal Data; and
- (c) will comply with the obligations applicable to it under the
Applicable Data Protection Legislation regarding the processing of
Controller Personal Data.
4.2 Restrictions on Processing
Section 4.1 (Independent Controllers) will not affect any
restrictions on either party’s rights to use or otherwise process
Controller Personal Data under the Agreement.
4.3 End User Consent
Customer will comply with the Policies in relation to the Controller
Personal Data shared pursuant to the Data Sharing Setting and at all
times will bear the burden of proof in establishing such compliance.
4.4 End Controllers
Without reducing either party’s obligations under these Controller
Terms, each party acknowledges that: (a) the other party’s Affiliates or
clients may be End Controllers; and (b) the other party may act as a
processor on behalf of its End Controllers. Each party will ensure that
its End Controllers comply with the Controller Terms.
4.5 Transparency
Customer acknowledges Google has published information about how
Google uses information from sites, apps or other properties that use
its services at https://business.safety.google/privacy/. Without
prejudice to its obligations under Section 4.1(c), Customer may link to
that page to provide Controller Data Subjects with information about
Google's Processing of Controller Personal Data.
5. Liability
5.1
If Google is:
- (a) party to the Agreement and the Agreement is governed by the laws of:
- (i) a state of the United States of America, then, regardless
of anything else in the Agreement, the total liability of either party
towards the other party under or in connection with these Controller
Terms will be limited to the maximum monetary or payment-based amount at
which that party’s liability is capped under the Agreement (and
therefore, any exclusion of indemnification claims from the Agreement’s
limitation of liability will not apply to indemnification claims under
the Agreement relating to the Applicable Data Protection Legislation);
or
- (ii) a jurisdiction that is not a state of the United States
of America, then the liability of the parties under or in connection
with these Controller Terms will be subject to the exclusions and
limitations of liability in the Agreement; or
- (b) not party to the Agreement, to the extent permitted by
applicable law, Google will not be liable for Customer’s lost revenues
or indirect, special, incidental, consequential, exemplary or punitive
damages, even if Google or its Affiliates have been advised of, knew or
should have known that such damages do not satisfy a remedy. Google’s
(and its Affiliates’) total cumulative liability to Customer or any
other party for any loss or damages resulting from claims, damages or
actions arising out of or relating to these Controller Terms will not
exceed $500 (USD).
6. Effect of Controller Terms
6.1 Order of Precedence
If there is any conflict or inconsistency between the Additional
Terms, the remainder of these Controller Terms and/or the remainder of
the Agreement then, subject to Sections 4.2 (Restrictions on Processing)
and 6.2 (No Effect on Processor Terms), the following order of
precedence will apply: (a) the Additional Terms (if applicable); (b) the
remainder of these Controller Terms; and (c) the remainder of the
Agreement. Subject to the amendments in these Controller Terms, the
Agreement between Google and Customer remains in full force and effect.
6.2 No Effect on Processor Terms
These Controller Terms will not replace or affect any Processor
Terms. For the avoidance of doubt, if Customer is party to the Processor
Terms in connection with the Measurement Services, the Processor Terms
will continue to apply to the Measurement Services notwithstanding that
these Controller Terms apply to Controller Personal Data processed
pursuant to the Data Sharing Setting.
7. Changes to these Controller Terms
7.1 Changes to Controller Terms
Google may change these Controller Terms if the change:
- (a) reflects a change in the name or form of a legal entity;
- (b) is required to comply with applicable law, applicable
regulation, a court order or guidance issued by a governmental regulator
or agency, or reflects Google’s adoption of an Alternative Transfer
Solution (as defined in Appendix 1A);
- (c) is as described in Section 7.2 (Changes to URLs) or
- (d) does not: (i) otherwise seek to alter the categorization of
the parties as controllers of Controller Personal Data under the
Applicable Data Protection Legislation; (ii) expand the scope of, or
remove any restrictions on, either party’s rights to use or otherwise
process Controller Personal Data; or (iii) have a material adverse
impact on Customer, as reasonably determined by Google.
7.2 Changes to URLs
From time to time, Google may change any URL referenced in these Controller Terms and the content at any such URL.
7.3 Notification of Changes
If Google intends to change these Controller Terms under Section
7.1(b) and such change will have a material adverse impact on Customer,
as reasonably determined by Google, then Google will use commercially
reasonable efforts to inform Customer at least 30 days (or such shorter
period as may be required to comply with applicable law, applicable
regulation, a court order or guidance issued by a governmental regulator
or agency) before the change will take effect. If Customer objects to
any such change, Customer may switch off the Data Sharing Setting.
8. Additional Provisions
8.1
This Section 8 (Additional Provisions) will only apply where Google is not party to the Agreement.
8.2
Each party will comply with its obligations under these Controller Terms with reasonable skill and care.
8.3
Neither party will use or disclose the other party's Confidential
Information without the other's prior written consent except for the
purpose of exercising its rights or performing its obligations under
these Controller Terms or if required by law, regulation or court order;
in which case, the party being compelled to disclose Confidential
Information will give the other party as much notice as is reasonably
practicable prior to disclosing the Confidential Information.
8.4
To the fullest extent permitted by applicable law, except as
expressly provided for in these Controller Terms, Google makes no other
warranty of any kind whether express, implied, statutory or otherwise,
including without limitation warranties of merchantability, fitness for a
particular use and non-infringement.
8.5
Neither party will be liable for failure or delay in performance to
the extent caused by circumstances beyond its reasonable control.
8.6
If any term (or part of a term) of these Controller Terms is invalid,
illegal, or unenforceable, the rest of these Controller Terms will
remain in effect.
8.7
(a) Except as set forth in section (b) below, these Controller Terms
will be governed by and construed under the laws of the state of
California without reference to its conflict of law principles. In the
event of any conflicts between foreign law, rules and regulations, and
California law, rules and regulations, California law, rules and
regulations will prevail and govern. Each party agrees to submit to the
exclusive and personal jurisdiction of the courts located in Santa Clara
County, California. The United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transactions Act do not apply to these Controller Terms.
(b) Where the Agreement is between Customer and a third party
reseller, and the third party reseller is organized in Europe, the
Middle East or Africa, these Controller Terms will be governed by
English law. Each party agrees to submit to the exclusive jurisdiction
of the English courts in relation to any dispute (whether contractual or
non-contractual) arising out of or in connection with these Controller
Terms.
(c) In the event the Controller SCCs apply and provide for governing
law that differs from the laws outlined in sections (a) and (b) above,
the governing law set forth in the Controller SCCs will apply solely
with respect to the Controller SCCs.
(d) The United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transactions Act do
not apply to these Controller Terms.
8.8
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 legal-notices@google.com. Notice
will be treated as given on receipt, as verified by written or
automated receipt or by electronic log (as applicable).
8.9
No party will be treated as having waived any rights by not
exercising (or delaying the exercise of) any rights under these
Controller Terms. No party may assign any part of these Controller Terms
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
these Controller Terms; (b) the assigning party remains liable for
obligations under these Controller Terms if the assignee defaults on
them; (c) in the case of Customer, the assigning party has transferred
its Measurement Services account(s) to the assignee; and (d) the
assigning party has notified the other party of the assignment. Any
other attempt to assign is void.
8.10
The parties are independent contractors. These Controller Terms do
not create any agency, partnership, or joint venture between the
parties. These Controller Terms do not confer any benefits on any third
party unless they expressly state that they do.
8.11
To the extent permitted by applicable law, these Controller Terms
state all terms agreed between the parties. In entering into these
Controller Terms no party has relied on, and no party will have any
right or remedy based on, any statement, representation or warranty
(whether made negligently or innocently), except those expressly stated
in these Controller Terms.
Appendix 1: Additional Terms for Applicable Data Protection Legislation
PART A - ADDITIONAL TERMS FOR EUROPEAN DATA PROTECTION LEGISLATION
1. Introduction
This Appendix 1A will only apply to the extent that the European Data
Protection Legislation applies to the processing of Controller Personal
Data.
2. Definitions
2.1 In this Appendix 1A:
“Adequate Country” means:
- (a)for data processed subject to the EU GDPR: the EEA, or a
country or territory recognized as ensuring adequate data protection
under the EU GDPR;
- (b)for data processed subject to the UK GDPR: the UK, or a country
or territory recognized as ensuring adequate protection under the UK
GDPR and the Data Protection Act 2018; and/or
- (c)for data processed subject to the Swiss FDPA: Switzerland, or a
country or territory that is: (i) included in the list of the states
whose legislation ensures adequate protection as published by the Swiss
Federal Data Protection and Information Commissioner, or (ii) recognized
as ensuring adequate protection by the Swiss Federal Council under the
Swiss FDPA, in each case, other than on the basis of an optional data
protection framework.
“Alternative Transfer Solution” means a solution,
other than the Controller SCCs, that enables the lawful transfer of
personal data to a third country in accordance with the European Data
Protection Legislation, for example a data protection framework
recognized as ensuring that participating entities provide adequate
protection.
“Controller SCCs” means the terms at business.safety.google/adscontrollerterms/sccs/c2c.
“EEA” means the European Economic Area.
“European Controller Personal Data” means Controller Personal Data of Controller Data Subjects located in the EEA or Switzerland.
“European Laws” means, as applicable: (a) EU or EU
Member State law (if the EU GDPR applies to the processing of Controller
Personal Data); (b) the law of the UK or a part of the UK (if the UK
GDPR applies to the processing of Controller Personal Data); and (c) the
law of Switzerland (if the Swiss FDPA applies to the processing of
Controller Personal Data).
“Google End Controllers” means the End Controllers of Controller Personal Data processed by Google.
“Permitted European Transfers” means the processing of Controller Personal Data in, or the transfer of Controller Personal Data to, an Adequate Country.
“Restricted European Transfer(s)” means transfer(s)
of Controller Personal Data that are: (a) subject to the European Data
Protection Legislation; and (b) not Permitted European Transfers.
“UK Controller Personal Data” means Controller Personal Data of Controller Data Subjects located in the UK.
2.2 The terms “data importer” and “data exporter” have the meanings given in the Controller SCCs.
3. Google End Controllers
The Google End Controllers are: (i) for European Controller Personal
Data processed by Google, Google Ireland Limited; and (ii) for UK
Controller Personal Data processed by Google, Google LLC. Each party
will ensure that its End Controllers comply with the Controller SCCs,
where applicable.
4. Data Transfers
4.1 Restricted European Transfers. Either party may
make Restricted European Transfers if it complies with the provisions on
Restricted European Transfers in the European Data Protection
Legislation.
4.2 Alternative Transfer Solution.
- (a) If Google has adopted an Alternative Transfer Solution for any
Restricted European Transfers, then: (i) Google will ensure that such
Restricted European Transfers are made in accordance with that
Alternative Transfer Solution; and (ii) paragraph 5 (Controller SCCs) of
this Appendix 1A will not apply to such Restricted European Transfers.
- (b) If Google has not adopted, or informs Customer that Google is
no longer adopting, an Alternative Transfer Solution for any Restricted
European Transfers, then paragraph 5 (Controller SCCs) of this Appendix
1A will apply to such Restricted European Transfers.
4.3 Onward Transfer Provisions.
- (a) Application of Paragraph 4.3. Paragraphs
4.3(b) (Use of Data Provider Personal Data) and 4.3(c) (Protection of
Data Provider Personal Data) of this Appendix 1A will only apply to the
extent that:
- (i) a party (the “Data Recipient”) processes Controller Personal Data that is made available by the other party (the “Data Provider”) in connection with the Agreement (such Controller Personal Data, “Data Provider Personal Data”);
- (ii) the Data Provider or its Affiliate is certified under an Alternative Transfer Solution; and
- (iii) the Data Provider notifies the Data Recipient of such Alternative Transfer Solution certification in writing.
- (b) Use of Data Provider Personal Data.
- (i) To the extent that an applicable Alternative Transfer
Solution includes an onward transfer principle, then pursuant to such
onward transfer principles under the relevant Alternative Transfer
Solution, the Data Recipient will only use Data Provider Personal Data
in a manner consistent with the consent provided by the relevant
Controller Data Subjects.
- (ii) To the extent the Data Provider fails to obtain consent
from the relevant Controller Data Subjects as required under the
Agreement, the Data Recipient will not be in breach of paragraph
4.3(b)(i) if it uses Data Provider Personal Data consistent with the
required consent.
- (c) Protection of Data Provider Personal Data.
- (i) The Data Recipient will provide a level of protection for
Data Provider Personal Data that is at least equivalent to that required
under the applicable Alternative Transfer Solution.
- (ii) If the Data Recipient determines that it cannot comply
with paragraph 4.3(c)(i), it will: (A) notify the Data Provider in
writing; and (B) either cease processing the Data Provider Personal Data
or take reasonable and appropriate steps to remedy such non-compliance.
- (d) Alternative Transfer Solution Adoption and Certification.
Information about Google and/or its Affiliates’ adoption of, or
certification under, any Alternative Transfer Solutions can be found at https://policies.google.com/privacy/frameworks.
This paragraph 4.3(d) constitutes notice in writing of Google and or
its Affiliates’ current certifications as at the Terms Effective Date
for the purpose of paragraph 4.3(a)(iii).
5. Controller SCCs
5.1 Transfers of European Controller Personal Data to Customer. To the extent that:
- (a) Google transfers European Controller Personal Data to Customer; and
- (b) the transfer is a Restricted European Transfer, Customer as
data importer will be deemed to have entered into the Controller SCCs
with Google Ireland Limited (the applicable Google End Controller) as
data exporter and the transfers will be subject to the Controller SCCs.
5.2 Transfers of UK Controller Personal Data to Customer. To the extent that:
- (a) Google transfers UK Controller Personal Data to Customer; and
- (b) the transfer is a Restricted European Transfer, Customer as
data importer will be deemed to have entered into the Controller SCCs
with Google LLC (the applicable Google End Controller) as data exporter
and the transfers will be subject to the Controller SCCs.
5.3 Transfers of European Controller Personal Data to Google.
The parties acknowledge that to the extent Customer transfers European
Controller Personal Data to Google, the Controller SCCs are not required
because the address of Google Ireland Limited (the applicable Google
End Controller) is in an Adequate Country and such transfers are
Permitted European Transfers. This does not affect Google’s obligations
under paragraph 4.1 (Restricted European Transfers) of this Appendix 1A.
5.4 Transfers of UK Controller Personal Data to Google.
To the extent that Customer transfers UK Controller Personal Data to
Google, Customer as data exporter will be deemed to have entered into
the Controller SCCs with Google LLC (the applicable Google End
Controller) as data importer and the transfers will be subject to the
Controller SCCs, because Google LLC’s address is not in an Adequate
Country.
5.5 Contacting Google; Customer Information.
- (a) Customer may contact Google Ireland Limited and/or Google LLC in connection with the Controller SCCs at https://support.google.com/policies/troubleshooter/9009584 or through such other means as may be provided by Google from time to time.
- (b) Customer acknowledges that Google is required under the
Controller SCCs to record certain information, including (i) the
identity and contact details of the data importer (including any contact
person with responsibility for data protection); and (ii) the technical
and organizational measures implemented by the data importer.
Accordingly, Customer will, where requested and as applicable to
Customer, provide such information to Google via such means as may be
provided by Google, and will ensure that all information provided is
kept accurate and up-to-date.
5.6 Responding to Data Subject Enquiries. The
applicable data importer will be responsible for responding to enquiries
from data subjects and the supervisory authority concerning the
processing of applicable Controller Personal Data by the data importer.
5.7 Data Deletion on Termination. To the extent that:
- (a) Google LLC acts as data importer and Customer acts as data exporter under the Controller SCCs; and
- (b) Customer terminates the Agreement in accordance with Clause
16(c) of the Controller SCCs, then for the purposes of Clause 16(d) of
the Controller SCCs, Customer directs Google to delete Controller
Personal Data, and, unless European Laws require storage, Google will
facilitate such deletion as soon as is reasonably practicable, to the
extent such deletion is reasonably possible (taking into account that
Google is an independent Controller of such data, as well as the nature
and functionality of the Measurement Services).
6. Liability if Controller SCCs Apply.
If Controller SCCs apply under paragraph 5 (Controller SCCs) of this Appendix 1A, then the total combined liability of:
- (a) Google, Google LLC and Google Ireland Limited towards Customer; and
- (b) Customer towards Google, Google LLC and Google Ireland
Limited, under or in connection with the Agreement and the Controller
SCCs combined will be subject to Section 5 (Liability). Clause 12 of the
Controller SCCs will not affect the previous sentence.
7. Third-Party Beneficiaries
Where Google LLC and/or Google Ireland Limited are not a party to the
Agreement but are a party to the applicable Controller SCCs in
accordance with paragraph 5 (Controller SCCs) of this Appendix 1A,
Google LLC and/or Google Ireland Limited (as applicable) will be a
third-party beneficiary of Section 4.4 (End Controllers), paragraphs 3
(Google End Controllers), 5 (Controller SCCs) and 6 (Liability if
Controller SCCs Apply) of this Appendix 1A. To the extent this paragraph
7 (Third-Party Beneficiaries) conflicts or is inconsistent with any
other clause in the Agreement, this paragraph 7 (Third-Party
Beneficiaries) will apply.
8. Precedence
8.1 If there is any conflict or inconsistency
between the Controller SCCs, this Appendix 1A, the remainder of these
Controller Terms and/or the remainder of the Agreement, then the
Controller SCCs will prevail.
8.2 Additional Commercial Clauses. Subject to the
amendments in these Controller Terms, the Agreement remains in full
force and effect. Paragraphs 5.5 (Contacting Google) to 5.7 (Data
Deletion on Termination), and paragraph 6 (Liability if Controller SCCs
Apply) of this Appendix 1A are additional commercial clauses relating to
the Controller SCCs as permitted by Clause 2(a) (Effect and
invariability of the Clauses) of the Controller SCCs.
8.3 No Modification of Controller SCCs. Nothing in
the Agreement (including these Controller Terms) is intended to modify
or contradict any Controller SCCs or prejudice the fundamental rights or
freedoms of data subjects under the European Data Protection
Legislation.
PART B - ADDITIONAL TERMS FOR US STATE PRIVACY LAWS
1. Introduction
Google may offer and Customer may enable certain in-product settings,
configurations or other functionality for the Measurement Services
relating to restricted data processing, as described in supporting
documentation available at business.safety.google/rdp, as updated from time to time (“Restricted Data Processing”).
This Appendix 1B reflects the parties’ agreement on the processing of
Customer Personal Data and Deidentified Data (as defined below) pursuant
to the Agreement in connection with the US State Privacy Laws, and is
effective solely to the extent each US State Privacy Law applies.
2. Additional Definitions and Interpretation.
In this Appendix 1B:
- (a) “Customer Personal Data” means personal data that is processed by Google on behalf of Customer in Google’s provision of Measurement Services.
- (b) “Deidentified Data” means data information
that is “deidentified” (as that term is defined by the CCPA) and
“de-identified data” (as defined by other US State Privacy Laws), when
disclosed by one party to the other.
- (c) “Instructions” means, collectively,
Customer’s instructions to Google to process Customer Personal Data only
in accordance with US State Privacy Laws: (a) to provide the RDP
Services and any related technical support; (b) as further specified
through Customer’s use of the RDP Services (including in the settings
and other functionality of such RDP Services) and any related technical
support; (c) as documented in the form of the Agreement, including this
Appendix 1B; (d) as further documented in any other written instructions
given by Customer and acknowledged by Google as constituting
instructions for purposes of this Appendix 1B; and (e) to process
Customer Personal Data as permitted under US State Privacy Laws for
service providers and processors.
- (d) “RDP Services” means Controller Services operating under Restricted Data Processing.
- (e) "Term" means the period from the Terms
Effective Date until the end of Google's provision of the Measurement
Services under the Agreement.
- (f) the terms “business”, “consumer”, “personal information”, “sale(s)”, “sell”, “service provider”, and “share” as used in this Appendix 1B have the meanings given in the US State Privacy Laws.
- (g) Customer is solely liable for its compliance with each of the
US State Privacy Laws in its use of Google services, including
Restricted Data Processing.
3. US State Privacy Law Terms (under Restricted Data Processing).
3.1 Processing of Data.
3.1.1
- (a) Processor and Controller Responsibilities. The parties acknowledge and agree that:
- (i) Paragraph 7 (Subject Matter and Details of the Data
Processing Under US State Privacy Laws) of this Appendix 1B describes
the subject matter and details of the processing of Customer Personal
Data;
- (ii) Google is a service provider and processor of Customer Personal Data under the US State Privacy Laws; and
- (iii) Customer is a controller or processor, as applicable, of Customer Personal Data under the US State Privacy Laws
- (b) Processor Customers. If Customer is a processor:
- (i) Customer warrants on an ongoing basis that the relevant
controller has authorized: (A) the Instructions, (B) Customer’s
appointment of Google as another processor, and (C) Google’s engagement
of subcontractors as described in paragraph 3.6 (Subcontractors) of this
Appendix 1B;
- (ii) Customer will immediately forward to the relevant
controller any notice provided by Google under paragraphs 3.3.2(a)
(Incident Notification) and 3.6 (Subcontractors); and
- (iii) Customer may make available to the relevant controller
any information made available by Google under paragraphs 3.3.3(c)
(Customer’s Audit Rights), and 3.6 (Subcontractors).
3.1.2 Customer’s Instructions. By entering into this Appendix 1B,
Customer instructs Google to process Customer Personal Data only in
accordance with the Instructions.
3.1.3 Google’s Compliance with Instructions. Google will comply with
the Instructions unless prohibited under the US State Privacy Laws.
3.1.4 Additional Products. If Customer uses any product, service or
application provided by Google or a third party that: (a) is not part of
the RDP Services; and (b) is accessible for use within the user
interface of the RDP Services or is otherwise integrated with the RDP
Services (an “Additional Product”), the RDP Services may allow that
Additional Product to access Customer Personal Data as required for the
interoperation of the Additional Product with the RDP Services. For
clarity, this Appendix 1B does not apply to the processing of personal
data in connection with the provision of any Additional Product used by
Customer, including personal data transmitted to or from that Additional
Product.
3.2. Data Deletion on Term Expiry. Customer
instructs Google to delete all remaining Customer Personal Data
(including existing copies) from Google’s systems at the end of the Term
in accordance with applicable law. Google will comply with this
instruction as soon as reasonably practicable and within a maximum
period of 180 days, unless applicable laws require storage.
3.3. Data Security.
3.3.1 Google’s Security Measures and Assistance.
- (a) Google’s Security Measures. Google will implement and maintain
technical and organizational measures to protect Customer Personal Data
against accidental or unlawful destruction, loss, alteration,
unauthorized disclosure or access (“Security Measures”).
The Security Measures include measures: (i) to encrypt personal data;
(ii) to help ensure the ongoing confidentiality, integrity, availability
and resilience of Google’s systems and services; (iii) to help restore
timely access to personal data following an incident; and (iv) for
regular testing of effectiveness. Google may update or modify the
Security Measures from time to time, provided that such updates and
modifications do not result in the degradation of the overall security
of the Customer Personal Data.
- (b) Access and Compliance. Google will ensure that all persons
authorized to process Customer Personal Data have committed themselves
to confidentiality or are under an appropriate statutory obligation of
confidentiality.
- (c) Google’s Security Assistance. Google will (taking into account
the nature of the processing of Customer Personal Data and the
information available to Google) assist Customer in meeting Customer’s
(or, where Customer is a processor, the relevant controller’s)
obligations in respect of security of personal data and personal data
breaches, including Customer’s (or, where Customer is a processor, the
relevant controller’s) obligations relating to security of personal data
and personal data breaches under the US State Privacy Laws, by:
- (i) implementing and maintaining the Security Measures in accordance with paragraph 3.3.1(a) (Google’s Security Measures);
- (ii) complying with the terms of paragraph 3.3.2 (Data Incidents); and
- (iii) providing Customer with the rights granted under paragraph 3.3.3(c) (Customer’s Audit Rights).
3.3.2 Data Incidents
- (a) Incident Notification. If Google becomes aware of a Data
Incident (as defined below), Google will: (i) notify Customer of the
Data Incident without undue delay; and (ii) promptly take reasonable
steps to minimize harm and secure Customer Personal Data. In this
Appendix 1B, “Data Incident” means a breach of Google’s
security leading to the accidental or unlawful destruction, loss,
alteration, unauthorized disclosure of, or access to, Customer Personal
Data on systems managed by or otherwise controlled by Google. “Data
Incidents” will not include unsuccessful attempts or activities that do
not compromise the security of Customer Personal Data, including
unsuccessful log-in attempts, pings, port scans, denial of service
attacks, and other network attacks on firewalls or networked systems.
- (b) Delivery of Notification. Google will deliver its notification
of any Data Incident to the email address designated by Customer, via
the user interface of the RDP Services or such other means provided by
Google, to receive certain notifications from Google relating to this
Appendix 1B (“Notification Email Address”) or, at
Google’s discretion (including if Customer has not provided a
Notification Email Address), by other direct communication (for example,
phone call, email, or an in-person meeting). Customer is solely
responsible for providing the Notification Email Address and ensuring
that the Notification Email Address is current and valid.
- (c) Third Party Notifications. Customer is solely responsible for
complying with incident notification laws applicable to Customer and
fulfilling any third party notification obligations related to any Data
Incident.
- (d) No Acknowledgement of Fault by Google. Google’s notification
of or response to a Data Incident under this paragraph 3.3.2 (Data
Incidents) will not be construed as an acknowledgement by Google of any
fault or liability with respect to the Data Incident.
3.3.3 Customer’s Security Responsibilities and Assessment.
- (a) Customer’s Security Responsibilities. Customer agrees that,
without prejudice to Google’s obligations under paragraphs 3.3.1
(Google’s Security Measures and Assistance) and 3.3.2 (Data Incidents):
- (i) Customer is responsible for its use of the RDP Services,
including: (1) making appropriate use of the RDP Services to ensure a
level of security appropriate to the risk in respect of Customer
Personal Data; and (2) securing the account authentication credentials,
systems and devices Customer uses to access the RDP Services; and
- (ii) Google has no obligation to protect Customer Personal
Data that Customer elects to store or transfer outside of Google’s and
its subcontractors’ systems.
- (b) Customer’s Security Assessment. Customer acknowledges and
agrees that the Security Measures implemented and maintained by Google
as set out in paragraph 3.3.1(a) (Google’s Security Measures) provide a
level of security appropriate to the risk in respect of Customer
Personal Data, taking into account the state of the art, the costs of
implementation and the nature, scope, context and purposes of the
processing of Customer Personal Data as well as the risks to
individuals.
- (c) Customer’s Audit Rights.
- (i) Customer may conduct an audit to verify Google’s
compliance with its obligations under this Appendix 1B by requesting and
reviewing (1) a certificate issued for security verification reflecting
the outcome of an audit conducted by a third party auditor (e.g., SOC 2
Type II or ISO/IEC 27001 certification or a comparable certification or
other security certification of an audit conducted by a third-party
auditor agreed by Customer and Google) within 12 months as of the date
of Customer’s request and (2) any other information Google determines is
reasonably necessary for Customer to verify such compliance.
- (ii) Alternatively, Google may, at its sole discretion and in
response to a request by Customer, initiate a third-party audit to
verify Google’s compliance with its obligations under this Appendix 1B.
During such an audit, Google will make available to the third-party
auditor all information necessary to demonstrate such compliance. Where
Customer requests such an audit, Google may charge a fee (based on
Google’s reasonable costs) for any audit. Google will provide Customer
with further details of any applicable fee, and the basis of its
calculation, in advance of any such audit. Customer will be responsible
for any fees charged by any third-party auditor appointed by Customer to
execute any such audit.
- (iii) Nothing in this Appendix 1B will require Google either
to disclose to Customer or its third-party auditor, or to allow Customer
or its third-party auditor to access:
- (1) any data of any other customer of a Google Entity;
- (2) any Google Entity’s internal accounting or financial information;
- (3) any trade secret of a Google Entity;
- (4) any information that, in Google's reasonable opinion,
could: (A) compromise the security of any Google Entity’s systems or
premises; or (B) cause any Google Entity to breach its obligations under
the US State Privacy Laws or its security and/or privacy obligations to
Customer or any third party; or
- (5) any information that Customer or its third party
auditor seeks to access for any reason other than the good faith
fulfillment of Customer’s obligations under the US State Privacy Laws.
3.4 Assistance with Impact Assessments. Google will
(taking into account the nature of the processing and the information
available to Google) assist Customer in meeting Customer’s (or, where
Customer is a processor, the relevant controller’s) obligations relating
to data protection impact assessments and prior regulatory
consultations to the extent required under the US State Privacy Laws by:
- (a) providing the Security Documentation;
- (b) providing the information contained in the Agreement (including this Appendix 1B); and
- (c) providing or otherwise making available, in accordance with
Google’s standard practices, other materials concerning the nature of
the RDP Services and the processing of Customer Personal Data (for
example, help center materials).
3.5. Data Subject Rights.
3.5.1 Responses to Data Subject Requests. If Google receives a
request from a data subject in relation to Customer Personal Data,
Customer authorizes Google to, and Google hereby notifies Customer that
it will:
- (a) respond directly to the data subject’s request in accordance
with the standard functionality of a tool (if any) made available by a
Google Entity to data subjects that enables Google to respond directly
and in a standardized manner to certain requests from data subjects in
relation to Customer Personal Data (for example, online advertising
settings or an opt-out browser plugin) (“Data Subject Tool”) (if the request is made via a Data Subject Tool); or
- (b) advise the data subject to submit their request to Customer,
and Customer will be responsible for responding to such request (if the
request is not made via a Data Subject Tool).
3.5.2 Google’s Data Subject Request Assistance. Google will assist
Customer in fulfilling its (or, where Customer is a processor, the
relevant controller’s) obligations under the US State Privacy Laws to
respond to requests for exercising the data subject’s rights, in all
cases taking into account the nature of the processing of Customer
Personal Data and by:
- (a) providing the functionality of the RDP Services;
- (b) complying with the commitments set out in paragraph 3.5.1 (Responses to Data Subject Requests); and
- (c) if applicable to the RDP Services, making available Data Subject Tools.
3.5.3 Rectification. If Customer becomes aware that any Customer
Personal Data is inaccurate or outdated, Customer will be responsible
for rectifying or deleting that data if required by the US State Privacy
Laws, including (where available) by using the functionality of the RDP
Services.
3.6. Subcontractors.
- (a) Customer generally authorizes Google to engage other entities
as subcontractors in connection with the provision of the RDP Services.
When engaging any subcontractor, Google will:
- (i) ensure via a written contract that: (1) the subcontractor
only accesses and uses Customer Personal Data to the extent required to
perform the obligations subcontracted to it, and does so in accordance
with the Agreement (including this Appendix 1B); and (2) if the
processing of Customer Personal Data is subject to the US State Privacy
Laws, ensure that the data protection obligations in this Appendix 1B
are imposed on the subcontractor;
- (ii) when engaging any new subcontractors, provide notice of
such new subcontractors where required by US State Privacy Laws, and,
where required by US State Privacy Laws, further provide an opportunity
for Customer to object to such subcontractors; and
- (iii) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the subcontractor.
- (b) Customer may object to any new subcontractor by terminating
the Agreement for convenience immediately upon written notice to Google,
on condition that Customer provides such notice within 90 days of being
informed of the engagement of the new subcontractor as described in
paragraph 3.6(a)(ii) herein.
3.7 Contacting Google. Customer may contact Google in relation to the exercise of its rights under this Appendix 1B via the methods described at privacy.google.com/businesses/processorsupport or via such other means as may be provided by Google from time to time.
4. US State Privacy Law Terms
4.1 Deidentified Data. With respect to Customer
Personal Data processed with or without Restricted Data Processing
enabled, and to the extent that one or more of the US State Privacy Laws
applies to the processing of Customer Personal Data, each party will
comply with the requirements for processing Deidentified Data set out in
the US State Privacy Laws, with respect to any Deidentified Data it
receives from the other party pursuant to the Agreement. For purposes of
this paragraph 4.1 (Deidentified Data), Customer Personal Data means
any personal data that is processed by a party under the Agreement in
connection with its provision or use of the Measurement Services.
5.Google’s CCPA Obligations.
5.1 With respect to Customer Personal Data processed under Restricted
Data Processing and to the extent that CCPA applies to such processing
of Customer Personal Data, Google will act as Customer’s service
provider, and as such, unless otherwise permitted for service providers
under CCPA, as reasonably determined by Google:
- (a) Google will not sell or share any Customer Personal Data that it obtains from Customer in connection with the Agreement;
- (b) Google will not retain, use or disclose Customer Personal Data
(including outside of the direct business relationship between Google
and Customer), other than for a business purpose under the CCPA on
behalf of Customer and the specific purpose of performing the RDP
Services, as further described in supporting documentation available at business.safety.google/rdp, as updated from time to time;
- (c) Google will not combine Customer Personal Data that Google
receives from, or on behalf of, Customer with (i) personal information
that Google receives from, or on behalf of, another person or persons or
(ii) personal information collected from Google’s own interaction with a
consumer, as further described in supporting documentation available at
business.safety.google/rdp except to the extent permitted under CCPA;
- (d) Google will process such Customer Personal Data for the
specific purpose of performing the RDP Services, as further described in
the Agreement and supporting documentation (e.g., help center
articles), or as otherwise permitted under the CCPA, and the parties
agree that Customer is making such Customer Personal Data available to
Google for such purposes;
- (e) Google will allow audits to verify Google’s compliance with
its obligations under this Appendix 1B in accordance with paragraph
3.3.3(c) (Customer’s Audit Rights) herein;
- (f) Google will notify Customer if Google makes a determination
that it can no longer meet its obligations under the CCPA. This
paragraph 5.1(f) does not reduce either party’s rights and obligations
elsewhere in the Agreement;
- (g) If Customer reasonably believes that Google is processing
Customer Personal Data in an unauthorized manner, Customer has the right
to notify Google of such belief via the methods described at privacy.google.com/businesses/processorsupport, and the parties will work together in good faith to remediate the allegedly violative processing activities, if necessary; and
- (h) Google will comply with applicable obligations under CCPA and
will provide the same level of privacy protection as is required by
CCPA.
5.2 With respect to Customer Personal Data processed without
Restricted Data Processing enabled, and to the extent that CCPA applies
to the processing of Customer Personal Data:
- (a) Google will process such Customer Personal Data for the
specific purpose of performing the Measurement Services, as applicable,
as further described in the Agreement and supporting documentation
(e.g., help center articles), or as otherwise permitted under the CCPA,
and the parties agree that Customer is making such Customer Personal
Data available to Google for such purposes;
- (b) Google will allow audits to verify Google’s compliance with
its obligations under this Appendix 1B in accordance with paragraph
3.3.3(c) (Customer’s Audit Rights) herein;
- (c) Google will notify Customer if Google makes a determination that it can no longer meet its obligations under the CCPA;
- (d) If Customer reasonably believes that Google is processing
Customer Personal Data in an unauthorized manner, Customer has the right
to notify Google of such belief via the methods described at privacy.google.com/businesses/processorsupport, and the parties will work together in good faith to remediate the allegedly violative processing activities, if necessary; and
- (e) Google will comply with applicable obligations under CCPA and
will provide the same level of privacy protection as is required by
CCPA.
6.Changes to this Appendix 1B.
In addition to Section 7 of the Controller Terms (Changes to these
Controller Terms), as applicable, Google may change this Appendix 1B
without notice if the change (a) is based on applicable law, applicable
regulation, a court order, or guidance issued by a governmental
regulator or agency or (b) does not have a material adverse impact on
Customer under the US State Privacy Laws, as reasonably determined by
Google.
7. Subject Matter and Details of the Data Processing Under US State Privacy Laws Subject Matter
Google’s provision of the RDP Services and any related technical support to Customer.
Duration of the Processing
The Term plus the period from the end of the Term until deletion of
all Customer Personal Data by Google in accordance with Appendix 1B.
Nature and Purpose of the Processing
Google will process (including, as applicable to the RDP Services and
the Instructions collecting, recording, organizing, structuring,
storing, altering, retrieving, using, disclosing, combining, erasing and
destroying) Customer Personal Data for the purpose of providing the RDP
Services and any related technical support to Customer in accordance
with Appendix 1B, or as otherwise permitted by processors under US State
Privacy Laws.
Types of Personal Data
Customer Personal Data may include the types of personal data described under the US State Privacy Laws.
Categories of Data Subjects
Customer Personal Data will concern the following categories of data subjects:
- data subjects about whom Google collects personal data in its provision of the RDP Services; and/or
- data subjects about whom personal data is transferred to Google in
connection with the RDP Services by, at the direction of, or on behalf
of Customer.
Depending on the nature of the RDP Services, these data subjects may
include individuals: (a) to whom online advertising has been, or will
be, directed; (b) who have visited specific websites or applications in
respect of which Google provides the RDP Services; and/or (c) who are
customers or users of Customer’s products or services.
Google Measurement Controller-Controller Data Protection Terms, Version 4.0
Previous versions
1 January, 2023
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27 September, 2021
16 August, 2020
12 August, 2020
4 November, 2019
