Vertex AI Search for Industry terms for data use

Consent Addendum to Google Cloud Platform Agreement

This Consent Addendum ("Addendum") (also referred to as the "Vertex AI Search for Industry terms for data use") is an addendum to the Google Cloud Platform Agreement and is made and entered into by Google and the entity agreeing to these terms ("Customer"). This Addendum is effective as of the date Customer clicks to accept it for a Project. If Customer has multiple Projects in which VASI Services (defined below) are enabled, then Customer must accept the terms of this Addendum for each of those Projects. Further, if Customer has enabled Vertex AI Search (but not any VASI Services) for a Project, Customer may submit Customer Data from that Project if Customer accepts the terms of this Addendum for that Project. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Addendum; (ii) you have read and understand this Addendum; and (iii) you agree, on behalf of Customer, to this Addendum. If you do not have the legal authority to bind Customer, please do not accept the terms of this Addendum. Please review the terms carefully prior to enabling any VASI Service in a Project.

Capitalized terms not defined in this Addendum will have the meaning ascribed to them under the Google Cloud Platform Agreement.

Definitions
1. "VASI Services" (formerly known as "Discovery Solutions") are all Services listed under "Vertex AI Search for Industry" in the Services Summary (available at https://cloud.google.com/terms/services), including all Services offered under the Retail API and Recommendation Engine API, as well as Services that are described as part of "Vertex AI Search for Industry" in applicable product documentation or as otherwise communicated to Customer by Google.
2. "VASI Data" means Customer Data submitted to and received from the VASI Services, consisting of user events, catalog data, and other inputs and outputs. If Customer has opted into this Addendum for the purposes of providing Customer Data submitted to and received from Vertex AI Search, the "VASI Data" also includes such Customer Data. For the avoidance of doubt, Vertex AI Search is not a VASI Service.
3. "Google Cloud Platform Agreement" means the agreement between the parties governing Customer's use of Google Cloud Platform Services.
4. "Proof of Concept Engagement" means an engagement between Customer and Google designed to evaluate and improve the efficacy of one or more VASI Services.
5. "Purpose" has the meaning stated in Section 2.a.
Data Use
1. Overview. Google may access VASI Data to sample model inputs and results to (i) ensure that the results are contextually relevant and high quality, (ii) diagnose issues and validate model performance, (iii) conduct Proof of Concept Engagement(s) requested by Customer and approved in writing in advance by Google, and (iv) in connection with (i) through (iii), maintain, improve, and develop machine learning architectures, model development technologies, indexing technologies, and other technologies used in VASI Services ((i) - (iv) collectively, the "Purpose").
2. Ownership. Google will own all improvements and developments and any associated intellectual property resulting from its sampling under subsection (a) above. Such improvements and developments will not (i) include Customer Data (without limiting Google’s access to or use of Customer Data as permitted under the Google Cloud Platform Agreement) or (ii) involve the use of Customer Data to train models that are made available to other customers.
3. Instructions to Process VASI Data. Customer hereby instructs Google to process the VASI Data for the Purpose.
4. Consent. Customer hereby consents to Google sharing the VASI Data with Affiliates, third party vendors and contractors of Google, in each case who are bound by non-disclosure agreement(s), for the Purpose. If at any point Customer no longer wishes to have VASI Data processed in accordance with the Purpose, Customer must delete the VASI Data in all Projects. Subject to any applicable retention and deletion policies referred to in subsection (e) Proof of Concept Engagements), Google will enable Customer to delete the VASI Data in accordance with the Google Cloud Platform Agreement.
5. Proof of Concept Engagements. The applicable retention and deletion policies with respect to VASI Data for each Proof of Concept Engagement will be provided to Customer by Google via email or documentation, or upon Customer request. Customer or Google may end any Proof of Concept Engagement upon 30 days’ written notice to the other party.
Feedback. Customer acknowledges and agrees that Google may use any feedback or suggestions in relation to VASI Services, including notes, learnings, or feature recommendations given to Google as part of a Proof of Concept Engagement, as permitted under the "Feedback" or "Customer Feedback" Section of the Google Cloud Platform Agreement.
Miscellaneous.
1. No Agency. No agency, partnership, or joint venture is established between the parties. This Addendum is controlled by the same governing law as set forth in the Google Cloud Platform Agreement.
2. Additional Terms. In the event of a conflict between the terms of the Google Cloud Platform Agreement and this Addendum, with respect to its subject matter, this Addendum will control.
3. Termination of Prior Addendum. If Customer has previously agreed to a prior version of this Addendum pertaining to Vertex AI Search for Industry ("Prior Addendum"), then upon agreeing to this Addendum that Prior Addendum will terminate and this Addendum will apply going forward.
4. Survival. Sections 2.b (Ownership) and 3 (Feedback) will survive the termination or expiration of the Google Cloud Platform Agreement or this Addendum.
5. Pre-GA Offerings. For clarity, if indicated as such in the applicable documentation, Services Summary, or elsewhere, certain features and functions of VASI Services and Vertex AI Search are Pre-GA Offerings, as defined in the "Pre-GA Offerings Terms" in the "General Service Terms" section of the Google Cloud Platform Service Specific Terms (available at https://cloud.google.com/terms/service-terms). As set out in those terms, except as otherwise expressly indicated in a written notice or the documentation for a given Pre-GA Offering, the Cloud Data Processing Addendum does not apply to Pre-GA Offerings and Customer should not use any Pre-GA Offerings that are part of VASI Services or Vertex AI Search to process personal data or other data subject to legal or regulatory compliance requirements. Once a VASI Service or Vertex AI Search offering is made generally available by Google, the Pre-GA Offerings Terms will no longer apply to that feature or function but this Addendum will continue to apply.

Previous versions (Last modified February 13, 2024)

November 23, 2022April 4, 2022