This Google Cloud Marketplace End User License Agreement (this "Agreement") is made between the entity identified as the provider of the Service on the Listing ("CNTXT") and the individual or entity accepting these terms ("You" or "Customer"). This Agreement governs the terms under which CNTXT shall provide the Service to You. By accessing or using the Service, You are indicating Your acceptance of the terms of this Agreement (the date of such action being the "Effective Date"). If You are entering into this Agreement on behalf of an entity, then You represent and warrant that You possess the legal authority to bind that entity to this Agreement. If You do not accept the terms of this Agreement, then you may not use the Service.
This Agreement shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia, including but not limited to the Saudi Personal Data Protection Law ("PDPL").
1.1 Access and Use. During the Term and in accordance with this Agreement, Customer may access and use the Service solely for Customer’s internal business purposes.
1.2 Registration and Account. To use the Service, the Customer will create an Account. Customers must provide complete and accurate information when creating the Account and keep the information complete and accurate at all times. Customer is responsible for (a) maintaining the security of its Account (for example, any applicable login credentials or security keys), (b) all activities that occur under Customer’s Account, and (c) any other actions taken in connection with Customer’s Account. CNTXT and CNTXT’s Affiliates are not responsible for unauthorized access to Customer’s Account. Customer will notify CNTXT immediately if Customer believes there has been unauthorized access to or use of Customer’s Account.
2.1 Restrictions. The Customer shall not, and shall not permit any third party to: (a) utilize the Service in violation of KSA laws or regulations; (b) utilize the Service to violate the rights of others; (c) utilize the Service in high-risk, hazardous environments necessitating fail-safe performance, including, but not limited to, the operation of weapons systems, or any other application in which the failure of the Service could result in severe physical or environmental damage; (d) resell or sublicense the Service; (e) disable or circumvent any aspects of the Service, including, but not limited to, security mechanisms utilized by the Service, or attempt to do the same; (f) utilize the Service to perform any malicious activity, including, but not limited to, violating the security or integrity of any network, computer or communications system, software application, or network or computing device; (g) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations; (h) process or store any Customer Data that is subject to local and International Regulations; (i) publish or provide any benchmark or comparison test results that pertain to the Service; or (j) modify, adapt, or create a derivative work of the Service.
2.2 Applicable Laws. Customers will comply with all laws, rules, and regulations applicable to Customer’s use of and access to the Service. CNTXT will comply with all laws, rules, and regulations applicable to CNTXT’s provision of the Service.
2.3 Enforcement. CNTXT may, but has no obligation to (a) investigate any violation of this Section 2 (Customer Obligations) or misuse of the Service, and (b) remove or modify any Customer Data, or disable access to any resource, that violates the foregoing.
2.4 Responsibility for Customer Data. The Customer bears responsibility for the Customer Data, which encompasses the accuracy and completeness of such Customer Data. The Customer is also responsible for any loss, liabilities, or damages that result from the Customer Data, irrespective of the nature of the Customer Data. The Customer is responsible for backing up or otherwise creating duplicates of Customer Data. Additionally, the Customer is responsible for communicating with the Service through encrypted and authenticated connections, as may be required by CNTXT. The Customer is also responsible for transmitting all Customer Data using appropriate security methods.
2.5 Representations and Warranties. Customer represents and warrants that (a) it owns or has the necessary rights and licenses to provide the Customer Data to the Service; and (b) the provision of the Customer Data to, and use of the Customer Data by, the Service as contemplated in this Agreement will not infringe any third party’s rights, regulations or Intellectual Property Rights.
3.1 Use and Performance Data. CNTXT may collect and analyze data regarding Customer’s use of the Service, excluding any personal data (“Performance Data”). CNTXT may use this information for its own business purposes, including to maintain, operate, and improve the Service, monitor and analyse activities in connection with the Service, as well as to create anonymized statistics for CNTXT’s own marketing purposes.
3.2 Data Processing Addendum. Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the Data Processing Addendum, each party will comply with the Data Processing Addendum attached to this Agreement as Attachment 1. The Data Processing Addendum is incorporated into this Agreement by reference.
3.3 Security. CNTXT will implement reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized loss, destruction, alteration, access, or disclosure.
3.4 Use of Customer Data. CNTXT will not access or use Customer Data except as necessary to provide the Service.
The parties agree that the Customer's sole payment obligations for the Service are contained in the GCP Marketplace Agreement. The Customer may not use or access the Service if the Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement.
5.1 Obligations. The recipient will not disclose the confidential Information, except to Affiliates, employees, 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 received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
5.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process or regulatory request; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use of the Service.
6.1 Ownership. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's Intellectual Property Rights. As between Customer and CNTXT, Customer owns all Intellectual Property Rights in the Customer Data, and CNTXT owns all Intellectual Property Rights pertaining to the Service.
6.2 Feedback. At its option, Customers may provide feedback and suggestions about the Service to CNTXT (“Feedback”). If Customer provides Feedback, then CNTXT and its Affiliates may use that Feedback without restriction and without obligation to Customer.
6.3 DMCA. CNTXT provides information to help copyright holders manage their intellectual property online, but CNTXT cannot determine whether something is being used legally without input from the copyright holders. CNTXT will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers. If Customer believes a person or entity is violating Customer’s copyrights, Customer can notify CNTXT at CNTXT’s notice address described in Section 11.1 (Notices).
7.1 Mutual. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable including KSA’s Personal Data Protection Law ("PDPL").
7.2 CNTXT Performance Warranty. CNTXT guarantees that the Service will perform materially in accordance with the Documentation. If CNTXT is providing Support, CNTXT guarantees that it will provide the Support in a diligent and competent manner consistent with industry standards.
7.3 Disclaimer. Except as stated in this Section 7 (Warranties and Disclaimers), the Service and, if applicable, Support are provided "as is." To the fullest extent permitted by law, CNTXT disclaims, and this Agreement excludes, any implied or statutory warranty, including any warranty of title, non-infringement, merchantability, or fitness for a particular purpose. CNTXT does not warrant that the Service will operate uninterrupted or error-free or that all errors will be corrected.
8.1 Termination, Both Parties. If a party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of the breach, the other party may terminate this Agreement. If either party has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of such party’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, then the other party may immediately terminate this Agreement.
8.2 Termination or Suspension by CNTXT. CNTXT may also terminate Customer’s Account, terminate this Agreement, or suspend Customer’s Account or access to the Service, immediately if Customer violates Section 2.1 (Restrictions). CNTXT will provide advance notice before such suspension or termination, unless CNTXT believes an immediate suspension or termination is required in which case CNTXT will provide notice promptly after such suspension or termination.
8.3 CNTXT may terminate any Subscription Item or this Agreement in its entirety if expressly required to do so by relevant regulator in accordance with such notice period as is permitted by Regulator. Customers are not entitled to any refund in such circumstances.
8.4 Effect of Termination. Upon expiration or termination of this Agreement, all rights under this Agreement will immediately terminate. CNTXT will have no obligation to continue to store Customer Data after termination of this Agreement. Customer is solely responsible for exporting Customer Data from the Service before expiration or termination of this Agreement.
9.1 By Customer. Customer will defend and indemnify CNTXT and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Data; (b) the combination of the Customer Data with other applications, content or processes; or (c) Customer's use of the Service in violation of Section 2.1 (Restrictions).
9.2 By CNTXT. CNTXT will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an unaffiliated third-party allegation that use of CNTXT’s technology used to provide the Service infringes or misappropriates the third party's Intellectual Property Rights.
9.3 Exclusions. This Section 9 (Indemnification) will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to the indemnifying party's technology or Brand Features by anyone other than the indemnifying party; (c) combination of the indemnifying party's technology with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Service or Brand Features.
9.4 Infringement Remedies. In addition to CNTXT’s indemnity obligations, if the Service becomes, or in CNTXT’s opinion is likely to become, the subject of an infringement claim, CNTXT may at its sole option and expense: (i) procure for Customer the right to make continued use of the Service; (ii) replace or modify the Service so that they become non-infringing; or (iii) terminate the Service.
9.5 Conditions. Sections 9.1 (By Customer) and 9.2 (By CNTXT) are conditioned on the following:
(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this Section 9.5(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 9.1 (By Customer) or 9.2 (By CNTXT) (as applicable) will be reduced in proportion to the prejudice.
(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
9.6 Sole Rights and Obligations. This Section 9 (Indemnification) sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.
10.1 Limitations. Except as stated in Section 10.2 (Exceptions) and to the extent permitted by applicable law: (a) neither party will be liable to the other party for (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill; and (b) each party’s total aggregate liability for damages arising out of or relating to the Agreement is limited to the fees Customer paid for the Service during the 12-month period before the event giving rise to liability.
10.2 Exceptions. Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Customer’s payment obligations; (iv) its obligations under Section 9 (Indemnification); or (iv) any liability that cannot legally be limited.
11.1 Notices. All notices must be in writing and addressed to the other party’s legal department legal@cntxt.com and primary point of contact. The email address for notices being sent to CNTXT is provided on the Listing. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
11.2 Assignment. Neither 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.
11.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
11.4 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
11.5 No Waiver; Severability. Neither 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.
11.6 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
11.7 Export Control. The Service, Support, and Documentation may be subject to export control laws and regulations. Customers may not access or use the Service, Support, Documentation, or any underlying information or technology except in full compliance with all applicable kingdom export control laws. None of the Service, Support, Documentation, or any underlying information or technology may be accessed or used (a) by any individual or entity in any country to which the kingdom of Saudi Arabia has embargoed goods.
11.9 Governing Law. All claims arising out of or relating to this Agreement or the Service will be governed by KSA LAW.
11.10 Entire Agreement; Amendments. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
11.11 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
In this Agreement:
Attachment 1: Data Processing Addendum
This Data Processing Addendum (this "Addendum") is incorporated into the Agreement between CNTXT and Customer. This Addendum shall apply when CNTXT processes Personal Data on behalf of Customer in the course of providing the Service or Support under the Agreement.
1.1 The terms defined in the Agreement shall apply to this Addendum. Additionally, the following definitions shall apply:
1.2 The terms "personal data," "data subject," "processing," "controller," and "processor," as utilized within this Addendum, possess the meanings ascribed to them within the KSA PDPL, irrespective of whether Saudi Arabia Data Protection Law or Non-Saudi Arabia Data Protection Law is applicable.
1.3 Application of Terms: This Addendum pertains to all Processing of Personal Data falling within the scope of the PDPL and its Implementing Regulations.
2.1 The parties acknowledge that:
(a) The Customer is the Data Controller
(b) CNTXT is the Data Processor
(c) Both parties shall comply with their respective obligations under the PDPL
This Addendum will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by CNTXT as described in this Addendum.
4.1 Application of Saudi Arabia PDPL
4.2 All Processing activities must be compliant with:
(a) The Personal Data Protection Law (PDPL)
(b) PDPL Implementing Regulations
(c) SDAIA guidelines and directives
(d) National Cybersecurity Authority (NCA) requirements
3.2 Application of Non-Saudi Arabia Law. The parties acknowledge that Non-Saudi Arabia Data Protection Law may also apply to the processing of Customer Personal Data.
3.3 Application of Terms. Except to the extent this Addendum states otherwise, this Addendum will apply irrespective of whether Saudi Arabia Data Protection Law or Non-Saudi Arabia Data Protection Law applies to the processing of Customer Personal Data.
4.1.1 Controller and Processor Roles
(a) The Customer shall be the Data Controller and, as such, responsible for:
(b) CNTXT shall be the Data Processor and, as such, responsible for:
4.1.2 Processing Authorization
(a) Customer warrants that it has obtained all necessary authorizations for Processing
(b) Customer confirms compliance with PDPL consent requirements
4.1.3 Responsibilities under Non-Saudi Arabia Laws. If Non-Saudi Arabia Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.
5.1 General Retention Rules
(a) Personal Data shall not be retained for a period exceeding that which is necessary for the purposes for which it was collected.
(b) Customer & CNTXT shall comply with regulatory defined retention periods.
(c) Retention periods must be compliant with the requirements of the PDPL.
5.2 CNTXT shall retain Personal Data when:
5.3 Deletion by Customer. CNTXT will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Service.
5.4 Deletion Requirements
5.4.1 Deletion Triggers
CNTXT shall delete Personal Data when:
5.4.2 Deletion Methods
CNTXT shall:
5.4.3 End of Service Requirements
Upon termination or expiration of the Agreement:
7.4.2 Exceptions to Deletion
CNTXT may retain Personal Data only if:
6.1 CNTXT’s Security Measures, Controls and Assistance.
6.1.1 CNTXT shall implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access as described in Appendix 2 (the "Security Measures"). CNTXT may update the Security Measures from time to time provided such updates do not result in the degradation of the overall security of the Service.
6.1.2 Security Compliance by CNTXT: CNTXT will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees and contractors to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
6.1.3 CNTXT will assist Customer in ensuring compliance with its obligations by implementing and maintaining Security Measures, complying with Data Incidents terms, providing Security Documentation, and offering additional reasonable assistance upon request.
6.2 CNTXT will promptly notify Customer of any Data Incidents and take reasonable steps to minimize harm and secure Customer Data.
6.3 Customer’s Security Responsibilities. Without prejudice to CNTXT’s obligations under Sections 6.1 (CNTXT’s Security Measures, Controls and Assistance) and 6.2 (Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Service and its storage of any copies of Customer Data outside CNTXT’s or its Subprocessors’ systems, including: (a) protecting the security of Customer Data when in transit to and from the Service; (b) securing the account authentication credentials, systems and devices Customer uses to access the Service; and (c) backing up its Customer Data as appropriate.
6.4 If requested by Customer, CNTXT will provide Customer (or a third-party auditor) with Security Documentation regarding CNTXT’s compliance with the security obligations in this Addendum. CNTXT’s compliance with Section 6.1 fulfills any audit cooperation responsibilities that may apply to CNTXT under Data Protection Laws.
7.1 Data Storage and Processing Facilities. The Customer acknowledges and agrees that CNTXT and its Subprocessors may store and process Customer Data anywhere CNTXT or its Subprocessors maintain data processing operations.
7.2 All Personal Data shall be primarily stored and processed within the Kingdom of Saudi Arabia. Primary data centers shall be located within KSA geographical boundaries. Backup data centers shall also be located within KSA.
8.1 The customer authorizes the use of third party entities and all CNTXT affiliates as sub-processors.
8.2 When CNTXT engages a Subprocessor, it will ensure by contract that the Subprocessor only uses Customer Data as needed to fulfill its obligations under the Agreement and that it complies with applicable data protection laws.
9.1 The following caps shall apply, except in cases of gross negligence or willful misconduct: