This Gemini Code Assist Plugin Software License Agreement ("Agreement") for use of the Software (as defined below) is entered into between Google LLC ("Google") and you, on behalf of yourself and the organization you represent, if any ("Licensee"). If you are accepting on behalf of an organization, do not install or access this Software unless you are authorized to represent that organization. 1. **Term and Termination.** This Agreement is effective on the date Licensee first installs or accesses the Software and will continue until (a) Google terminates this Agreement by sending written notice of termination to the other party (including via email) or (b) Customer terminates the Agreement by ceasing to use the Software and complying with the obligations stated in Section 7 (Effects of Termination). 2. **The Software**. 1. *Generally*. Under this Agreement, Licensee may use Google's Gemini Code Assist software offering(s) made available with or through this Agreement and any associated documentation (collectively referred to in this Agreement as the "Software") and for the limited uses described in this Agreement. 2. *Software License*. Subject to the terms of this Agreement, Google grants to Licensee a non-exclusive, non-sublicensable, non-transferable, limited license to copy and use the Software during the term of this Agreement, including (i) for Licensee's internal business purposes and (ii) to develop materials, so long as Licensee does not modify or distribute any component of the Software or include any component of the Software in the materials Licensee develops. Any materials Licensee develops using the Software may not violate (A) applicable laws, (B) Google's or any third party's rights, or (C) any Google policies Google notifies Licensee of. Licensee retains title, ownership and all rights to any materials Licensee develops. 3. *Use Restrictions*. Licensee will not, and will not allow End Users or third parties under its control to: (i) copy (except as expressly described in this Agreement), modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Software (except to the extent such restriction is expressly prohibited by applicable law); (ii) sublicense, transfer, or distribute any of the Software; (iii) sell, resell, or otherwise make the Software available to a third party as part of a commercial offering; or (iv) use the Software: (A) for High Risk Activities; or (B) in a manner that breaches, or facilitates the breach of, Export Control Laws. 4. *Third Party and Open Source Components*. Third party components (which may include open source software) and other open source components of the Software may be subject to separate license agreements. To the limited extent a third party license or open source license expressly applies to a component of the Software, that license supersedes this Agreement and governs Licensee's use of that component. In addition, Licensee may be required to procure and utilize certain third party software to utilize the Software. 5. *Export Control Classification*. The Software is classified in the U.S. under ECCN 5D002 and generally eligible for license exception ENC in Part 740.17(b)(1), subject to the requirements of that exception. 6. *Information Sent from the Software*. The Software may send certain analytics data (for example, features used, actions taken, and technical information about the End User's device), subject to available Licensee controls included in the Software. Google's collection and use of such data is governed by Google's Privacy Policy, available at https://policies.google.com/privacy. 3. **Ownership; Feedback.** Google and its suppliers and licensors will own all right, title and interest to the Software. All rights not expressly granted in this Agreement are reserved by Google. Google may request that Licensee, at its option, provides Google with suggestions and feedback ("Feedback"), which may include, without limitation, bug reports, documentation feedback, and verbal product feedback, or responses to short written questionnaires provided by Google from time to time. If Licensee provides Feedback related to the Software, then Google may use that information without obligation to Licensee, and Licensee assigns to Google all right, title, and interest in that Feedback. Where due to mandatory statutory law, such assignment is not permitted, Customer herewith agreed to grant to Google a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate the Feedback into the Software. Customer waives the right to be named as author. Google agrees that no Feedback used by Google will be directly attributed to Licensee. 4. **No Support.** Google is not obligated under this Agreement to provide any technical support for the Software (including any standard Google Cloud Platform technical support services). 5. **Indemnification.** Licensee agrees to hold harmless and indemnify Google, its employees, agents, and representatives, from and against any third party claim related to Licensee's use of the Software or other activities under this Agreement. 6. **Disclaimers.** Notwithstanding anything to the contrary in this Agreement: 1. The Software is provided "as is" and to the fullest extent permitted by applicable law, Google does not make any warranties of any kind with respect to the Software (including any SLAs), whether express, implied, statutory, or otherwise, including warranties of noninfringement or error-free or uninterrupted use of any component of the Software; 2. Google will not be liable under this Agreement or with respect to the Software for (i) lost revenues or indirect, special, exemplary, or punitive damages; or (ii) any amounts in excess of $500 in total; 3. The Google Cloud Platform Terms of Service (available at https://cloud.google.com/terms/) and the Data Processing and Security Terms (available at https://cloud.google.com/terms/data-processing-terms) do not apply to any component of the Software; and 4. Licensee is responsible for protecting Licensee, Licensee's property and data, and others from any risks caused by the Software. 7. **Effects of Termination.** Upon termination of this Agreement, Licensee will cease all use of the Software and delete all Software from its systems. Sections 2.b (Use Restrictions) and 3 (Ownership; Feedback) through 10 (Other Definitions) will survive any termination of this Agreement. 8. **Binding Arbitration.** (a) ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES. (b) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). (c) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. (d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Agreement. (e) Subject to the confidentiality requirements in subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator's powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection (e). (f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. (g) Any arbitration proceeding conducted in accordance with this Section will be considered confidential information, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings, and may not be disclosed to any third party. The parties may disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (h) The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. (i) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute. 9. **Miscellaneous.** Except for the rights expressly granted in this Agreement, each party retains all rights it would have independent of this Agreement. All legal notices must be in English, in writing (including email), and addressed to the other party's primary contact, which for Google is legal-notices@google.com. Neither party may assign this Agreement without the prior written consent of the other party. Any amendment must be in writing and signed by both parties. This Agreement states all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. Any use of "including" in this Agreement means "including but not limited to." 10. **Other Definitions.** "*End User*" means, if Licensee is an organization, an individual that Licensee permits to use the Software. "*Export Control Laws*" means all applicable export and re-export control laws and regulations, including (a) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control; and (b) the International Traffic in Arms Regulations maintained by the U.S. Department of State, but excluding the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce. "*High Risk Activities*" means activities where use or failure of the Software could lead to death, personal injury, or environmental damage, including operation of nuclear facilities, air traffic control, life support systems, or weaponry.