These AI Provider Indemnity Terms are incorporated into the applicable Services Order Form as Annex D and form part of the Agreement (the Order Form together with the Bracket Standard Terms). Capitalized terms used but not defined herein have the meanings given in the Agreement.
For tasks run on Google models, the operative AI-provider indemnity terms passed through under this Agreement are the Google documents identified in Section 1 below, in the dated versions specified (the “Google Indemnity Terms”). The Google Indemnity Terms control. The summary in Sections 3 and 4 is provided for convenience only, is non-binding, and in the event of any inconsistency the Google Indemnity Terms govern. Company passes through the benefit of the Google Indemnity Terms as set out in the Section of the Standard Terms titled “Indemnification”, but does not warrant those terms and does not guarantee the provider’s performance or any particular recovery; Company’s obligation is to pursue recovery as set out in that Section.
1. Operative Google documents (pinned versions)
Company shall retain a dated copy of each of the following as in force on the Effective Date and provide copies to Customer upon request; those versions constitute the “Google Indemnity Terms”:
- (a) Google Cloud Generative AI Indemnified Services (covered-services list) — cloud.google.com/terms/generative-ai-indemnified-services — in the version in force on the Effective Date (as of the version date of these Terms, last modified April 22, 2026; prior dated versions archived at cloud.google.com/archive/terms).
- (b) Google Cloud Service Specific Terms, containing the “Additional Google Indemnification Obligations” and the Intellectual Property Terms for AI/ML Services, version in force on the Effective Date — cloud.google.com/terms/service-terms.
- (c) Google Cloud Platform Terms of Service (the base intellectual-property indemnity on which the foregoing obligations build), version in force on the Effective Date — cloud.google.com/terms.
If Google amends any of these documents after the Effective Date, coverage for a given claim is determined by the terms applicable under Company’s agreement with Google at the time of the relevant use, and Company shall notify Customer upon becoming aware of any amendment that materially reduces coverage.
2. Covered Generative AI Indemnified Services
Reproduced for convenience from the covered-services list identified in Section 1(a), which controls.
Gemini for Google Cloud (formerly Duet AI for Google Cloud); Gemini Enterprise Agent Platform API (formerly Vertex AI API) used with generally available versions of the Codey, Gemini, Imagen, PaLM, and Veo foundation models; Agent Conversation on Gemini Enterprise Agent Platform (formerly Vertex AI Conversation); Agent Search on Gemini Enterprise Agent Platform (formerly Vertex AI Search); Grounding with Google Search; Web Grounding for Enterprise; Grounding with Google Maps; Conversational Navigation (Automotive AI Agent); Gemini Enterprise; and NotebookLM Enterprise.
3. Non-binding summary of the indemnity
The Google Indemnity Terms control.
The Google Indemnity Terms provide a two-part intellectual-property indemnity: (i) Training-Data Claims — allegations that Google’s use of training data to create a Google model infringes a third party’s intellectual-property rights; and (ii) Generated-Output Claims — allegations that unmodified Generated Output from a Generative AI Indemnified Service infringes a third party’s intellectual-property rights. Google defends the claim and pays damages finally awarded or amounts in an approved settlement, subject to the conditions and exclusions below.
4. Principal conditions and exclusions (non-binding summary)
The indemnity applies only to paid, generally-available indemnified services; covers only unmodified Generated Output (modification, templating, post-processing, or combination with other content may take output outside coverage); requires that Google’s content-filtering, citation, and responsible-use tools not be disabled or circumvented; and does not apply where the customer knew or should have known the output was likely infringing, continued using output after notice of a claim, or where the claim is a trademark claim arising from use in trade or commerce, or arises from combination with non-Google products or data. Usage under free tiers or paid for with Google promotional credits is not covered (for clarity, this refers to Google promotional credits, not to Credits purchased under the Order Form).
5. Other AI Providers
If, at Customer’s election, tasks within the Services are run on AI models of a provider other than Google (including Anthropic Claude models), Company shall pass through to Customer the benefit of any intellectual-property indemnity that such provider makes available to Company for such use, if and to the extent actually granted by that provider and in the versions of the provider’s terms in force at the time of use, through the Section of the Standard Terms titled “Indemnification” in the same manner as the Google Indemnity Terms. Company does not warrant such provider terms, does not represent that any particular provider offers indemnity protection, and does not guarantee any provider’s performance or any particular recovery; if a provider grants no such indemnity for the relevant use, no pass-through obligation arises. Company shall, upon Customer’s reasonable request, provide Customer with the then-current documentation of such provider’s indemnity terms or confirm that none exist.
6. Claims Procedure
Customer shall promptly notify Company of any third-party claim for which Customer seeks the benefit of the Google Indemnity Terms or other provider terms under these Terms, and shall comply with the conditions of the applicable provider terms, including as to notice, tender and control of the defense, cooperation, mitigation, and conditions of use (including those summarized in Section 4). Company’s obligations under the Section of the Standard Terms titled “Indemnification” are excused to the extent recovery from the provider is prejudiced by Customer’s failure to comply with this Section or those conditions.