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EXHIBIT 1
<br /> Insight ,V5O
<br /> Agreement more than two times notwithstanding any cure of such breaches. In addition,
<br /> Insight may terminate any, all, or any portion of the Services or Projects, if Customer
<br /> meets any of the conditions in Section 9.2(i), (ii), and/or (iii).
<br /> 5.3. Termination for for Inactivity. Insight or Google reserves the right to terminate the
<br /> provision of the Service(s) to a Project upon 30 days advance notice if, for a period of 60
<br /> days (i) Customer has not accessed the Admin Console or the Project has had no network
<br /> activity; and (ii) such Project has not incurred any Fees for such Service(s).
<br /> 5.4. Termination for Convenience. Customer may stop using the Services at any time.
<br /> Customer may terminate this Agreement for its convenience at any time on prior written
<br /> notice and upon termination, must cease use of the applicable Services. Insight may
<br /> terminate this Agreement for its convenience at any time without liability to Customer.
<br /> 5.5. Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by
<br /> one party to the other will immediately cease; (ii) all Fees owed by Customer to Insight
<br /> are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the
<br /> Software, any Application, Instance, Project, and any Customer Data or Customer will
<br /> transfer billing account direct to Google or a new service provider; and (iv) upon request,
<br /> each party will use commercially reasonable efforts to return or destroy all Confidential
<br /> Information of the other party.
<br /> 6. Additional Required Terms
<br /> 6.1. Liability for Breach Liability for Breach/Indemnity. In addition to any liability Customer may have to
<br /> Insight, Customer agrees that Customer will also be legally responsible directly to Google
<br /> for any breach of these terms and conditions. Unless prohibited by applicable law,
<br /> Customer will indemnify, defend, and hold harmless Google from and against all liabilities,
<br /> damages, and costs (including settlement costs and reasonable attorneys' fees) arising out
<br /> of a third party claim: (a) regarding any Application, Project, Instance, Customer Data, or
<br /> Customer trademark; or (b) regarding Customer's, or its end users', use of the Google
<br /> Cloud Platform Services in violation of the Acceptable Use Policy. Google is a third party
<br /> beneficiary to this Agreement with respect to the terms and conditions set forth herein.
<br /> 6.2. No Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THE SERVICE SPECIFIC TERMS
<br /> FOR PREMIUM SOFTWARE, GOOGLE AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY
<br /> OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
<br /> WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br /> USE AND NON-INFRINGEMENT.
<br /> 6.3. Intellectual Intellectual Prope�Riahts. As between the parties, Customer owns all Intellectual
<br /> Property Rights in Customer Data and the Application or Project (if applicable), and Google
<br /> owns all Intellectual Property Rights in the Google Cloud Platform Services and Software.
<br /> 6.4. Other Restrictions. Customer will not, and will not allow third parties under its control
<br /> to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate,
<br /> disassemble, or otherwise attempt to extract the source code of the Google Cloud Platform
<br /> Services or any component thereof (except to the extent such restriction is expressly
<br /> prohibited by applicable law); (b) use the Google Cloud Platform Services for High Risk
<br /> Activities; (c) sublicense, resell, or distribute the Google Cloud Platform Services or any
<br /> component thereof separate from any integrated Application; (d) use the Google Cloud
<br /> Platform Services to create, train, or improve (directly or indirectly) a substantially similar
<br /> product or service, including any other machine translation engine; (e) unless otherwise
<br /> set forth in the Service Specific Terms, use the Services to operate or enable any
<br /> telecommunications service or in connection with any Application that allows its end users
<br /> to place calls or to receive calls from any public switched telephone network; (f) process
<br /> or store any Customer Data that is subject to the International Traffic in Arms Regulations
<br /> maintained by the Department of State; or (g) unless expressly permitted to, use the
<br /> Services for any purpose or in any manner involving Protected Health Information (as
<br /> defined in HIPAA).
<br /> Rev. 03/22Q 4
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