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Cloud Master Subscription License Agreement
Last modified: April 2019
This is not the current version of this document and is provided
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This Cloud Master Subscription License Agreement
(the "Agreement") is made between Looker Data Sciences, Inc. ("Looker"), a
Delaware corporation and each party (a "Customer") that executes an Order Form for
the Product and Services (each as defined below). Between Looker and each
Customer, the Agreement consists of these terms, each Order Form, including any
exhibits, and each amendment of any of the foregoing. This Agreement is effective
as of the date of the last signature appearing on Customer's initial Order Form
(the "Effective Date"). By executing the initial Order Form, Customer agrees to
all of the terms set forth below.
1. DEFINITIONS.
1.1. "Affiliate" means an entity controlling, controlled by or under
common control with a party to this Agreement at any time during the term of this
Agreement, for so long as such ownership and control exists, provided such entity
is not a competitor to Looker or in the business of developing and offering
products or technologies that are substantially similar to the Services.
1.2. "Beta Features" means any Product features, functionality or services
which Looker may make available to Customer to try at no additional cost, and
which is clearly designated as beta, trial, non-production or another similar
designation.
1.3. "Customer Data" means (a) all data in Customer's databases, (b)
Customer Confidential Information used to provision the Product and to create
Models for Customer's Product implementation, and (c) all analytical results
generated by the Product.
1.4. "Customer Modifications" means versions of Models that have been
adapted by Customer using the Product. Customer Modifications are made up of
Customer Data, which Customer owns, and the underlying Product, which Looker owns.
Customer Modifications are configurations of the Product and not "works for hire."
1.5. "Deployment Attributes" means the quantified usage of the Product as
defined on an Order Form, which include, but are not limited to the number of
Instances, Users, computer servers, API calls or other licensing attributes
defined by the Scope of Use.
1.6. "Documentation" means the user guides and manuals for the Services
provided by Looker for Customer's own internal use.
1.7. "External Business Purposes" means use of the Product by or for the
benefit of Customer's clients and their users or other third parties. External
Business Purposes may also be referred to as "PBL."
1.8. "Instance" means an authorized deployment of the Product installed on
a single operating system, subject to the number of servers described in an Order
Form. Each Instance requires a unique Looker license key to operate.
1.9. "Internal Business Purposes" means use of the Product by or for the
benefit of Customer's internal operations.
1.10. "Looker Cloud" means the Product is installed and provisioned to
Customer on a web connected platform that is run in a third-party hosting facility
designated by Looker.
1.11. "Models" means the logic & data processing methods programmed in
Looker's data modeling language and used to configure the Product. Models are made
up of Customer Data, which Customer owns, and the underlying Product, which Looker
owns.
1.12. "Order Form" means Looker's order form for Services and/or