August 19, 2021

Home

Stay organized with collections

Save and categorize content based on your preferences.

# Looker Terms of Service

Last modified: August 19, 2021

This is not the current version of this document and is provided for archival
purposes.
View the current version

If you are accessing the Services as a customer of an unaffiliated Google Cloud
Platform reseller, if referenced in your agreement with your reseller, these terms
govern your use of the Services and are applicable as between you and the
reseller. If you signed an offline variant of this Agreement for use of the
Services, the terms below do not apply to you, and your offline terms govern your
use of the Services.

**Google Agreement for Looker Products**

This Google Agreement for Looker products (the "Agreement") is made and entered
into between Google and the entity agreeing to these terms ("Customer"). "Google"
has the meaning given at

https://cloud.google.com/terms/google-entity.The Agreement consists of Part
A (General Terms), Part B (Specific Terms), Part C (Definitions) any addenda (if
applicable), and each Order Form, including any statements of work, and each
amendment to 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").

**A. GENERAL TERMS**

1. **Services**. Google will provide the Software and
Services specified in an Order Form in accordance with this Agreement, including
the SLAs, and Customer and its End Users may use the Services in accordance with
Part B (Specific Terms).

2. **Customer Obligations**

   - Consents. Customer is responsible for any consents and notices
required to permit (a) Customer's use and receipt of the Services and (b)
Google's accessing, storing, and processing of data provided by Customer
(including Customer Data, if applicable) under this Agreement and the Order
Form.

   - Compliance. Customer will (a) ensure that Customer and its End Users'
use of the Services complies with this Agreement, (b) use commercially
reasonable efforts to prevent and terminate any unauthorized access or use
of the Services, and (c) promptly notify Google of any unauthorized use of, or
access to, the Services of which Customer becomes aware.

   - Use Restrictions. Customer will not, and will not allow End Users to,
(a) copy, modify, create a derivative work of, reverse engineer, decompile,
translate, disassemble, or otherwise attempt to extract any of the source
code of the Services (except to the extent such restriction is expressly
prohibited by applicable law); (b) sell, resell, sublicense, transfer, or
distribute the Services; (c) access or use the Services (i) for High Risk
Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for
materials or activities that are subject to the International Traffic in Arms
Regulations (ITAR) maintained by the United States Department of State; (iv)
in a manner that breaches, or causes the breach of, Export Control Laws; or
(v) to transmit, store, or process health information subject to United States
HIPAA regulations except as permitted by an executed HIPAA BAA; (d) remove any
copyright notices, trademarks or other proprietary notices or restrictions
from the Services; (e) provide the Services on a time sharing, hosting,
service provider or other similar basis, except as part of a Customer
Application for External Business Purposes; (f) provide or obtain unauthorized
access to the Services, including by sharing the log-on credentials for any
End User with others; (g) circumvent any technical measures in the Software or
Services; (h) conduct benchmarking tests or other comparative analysis of the
Services for publication or disclosure to third parties or (i) disrupt the
security, integrity or performance of the Services in any way.

3. **Payment Terms**.

   - Payment. Google will invoice Customer for the Fees for the Services
and TSS. Customer will pay all invoiced amounts by the Payment Due Date.
Unless otherwise provided in this Agreement or required by law, Fees for
Services are non-refundable. All payments are due in the currency described in
the invoice. Wire transfer payments must include the bank information
described in the invoice.

   - Usage and Invoicing. Google's measurement tools will be used to
determine Customer's usage of the Services. Each invoice will include data in
sufficient detail to allow Customer to validate the Services purchased and
associated Fees. If Customer exceeds the number of End Users, Scope of Use, or
Deployment Attributes, Customer or Google will, upon becoming aware, promptly
notify the other party and the parties agree to discuss in good faith the
additional fees due by Customer to Google for such over-deployment. The agreed
upon additional fees associated with the over-deployment will be memorialized
in a new Order Form.

   - Additional Usage. Customer may purchase additional Deployment
Attributes (including adding End Users) during an Order Term by executing an
additional Order Form. Such purchase will have a pro-rated term ending on the
last day of the applicable Order Term. Deployment Attributes cannot be
decreased during the Order Term.

   - Taxes. Google will itemize any invoiced Taxes. Customer will pay
invoiced Taxes unless Customer provides a valid tax exemption certificate.
Customer may withhold Taxes if Customer provides a valid receipt evidencing
the taxes withheld.

   - Invoice Disputes. Customer must submit any invoice disputes to

collections@google.com before the Payment Due Date. If the parties
determine that Fees were incorrectly invoiced, then Google will issue a credit
equal to the agreed amount.****

   - Overdue Payments.

   - If Customer's payment is overdue, then Google may (i) charge interest on
overdue amounts at 1.5% per month (or the highest rate permitted by law,
if less) from the Payment Due Date until paid in full, and (ii) Suspend
the Services.

   - Customer will reimburse Google for all reasonable expenses (including
attorneys' fees) incurred by Google in collecting overdue payments except
where such payments are due to Google's billing inaccuracies.

   - Suspension for Overdue Payment. Google may Suspend the Services under
Section 3(f) (Overdue Payments) only if Customer's payment is overdue for more
than 14 days after the Payment Due Date. Google will notify Customer at least
7 days before suspension.

   - Purchase Orders. If Customer requires a purchase order number on its
invoice, Customer will provide a purchase order number in the Order Form. If
Customer does not provide a purchase order number, then (i) Google will
invoice Customer without a purchase order number, and (ii) Customer will pay
invoices without a purchase order number referenced. Any terms on a purchase
order are void.

4. **Intellectual Property**.

   - Intellectual Property Rights. Except as expressly described in this
Agreement, this Agreement does not grant either party any rights, implied or
otherwise, to the other's content or Intellectual Property. As between the
parties, Customer retains all Intellectual Property Rights in Customer Data
and Customer Applications, and Google retains all Intellectual Property Rights
in the Services and Software.

   - Feedback. At its option, Customer may provide feedback and
suggestions about the Services to Google ("Feedback"). If Customer provides
Feedback, then Google and its Affiliates may use that Feedback without
restriction and without obligation to Customer.

5. **Confidentiality**.

   - Use and Disclosure of Confidential Information. The Recipient will
only use the Disclosing Party's Confidential Information to exercise its
rights and fulfill its obligations under this Agreement and Order Form, and
will use reasonable care to protect against the disclosure of the Disclosing
Party's Confidential Information. Notwithstanding any other provision in this
Agreement, the Recipient may disclose the Disclosing Party's Confidential
Information (i) to its Delegates who have a need to know and who are bound by
confidentiality obligations at least as protective as those in this Section 5
(Confidentiality); (ii) with the Disclosing Party's written consent; or (iii)
subject to Section 5(b) (Legal Process), as strictly necessary to comply with
Legal Process.

   - Legal Process. If the Recipient receives Legal Process for the
Disclosing Party's Confidential Information, the Recipient will: (i) promptly
notify the Disclosing Party prior to such disclosure unless the Recipient
is legally prohibited from doing so; (ii) attempt to redirect the third party
to request it from the Disclosing Party directly; (iii) comply with the
Disclosing Party's reasonable requests to oppose disclosure of its
Confidential Information; and (iv) use commercially reasonable efforts to
object to, or limit or modify, any Legal Process that the Recipient reasonably
determines is overbroad, disproportionate, incompatible with applicable law,
or otherwise unlawful. To facilitate the request in (ii), the Recipient may
provide the Disclosing Party's basic contact information to the third party.

6. **Marketing and Publicity**. Customer may state publicly
that it is a Google customer and display Google Brand Features in accordance with
the Trademark Guidelines. Google may use Customer's name and Brand Features in
online or offline promotional materials of the Services. Each party may use the
other party's Brand Features only as permitted in this Agreement. Any use of a
party's Brand Features will inure to the benefit of the party holding Intellectual
Property Rights to those Brand Features.

7. **Representations and Warranties**. Each party represents
and warrants that it (i) has full power and authority to enter into this Agreement
and (ii) will comply with all laws and regulations applicable to its provision,
receipt, or use of the Services, as applicable.

8. **Disclaimer. Except as expressly provided for in this Agreement,
to the fullest extent permitted by applicable law, Google (i) does not make any
warranties of any kind, whether express, implied, statutory, or otherwise,
including warranties of merchantability, fitness for a particular use,
noninfringement, or error-free or uninterrupted use of the Services or Software
and (ii) makes no representation about content or information accessible through
the Services.**

9. **Indemnification**.

   - Google Indemnification Obligations. Google will defend Customer and
its Covered Affiliates, and indemnify them against Indemnified Liabilities
in any Third-Party Legal Proceeding to the extent arising from an allegation
that the Google Indemnified Materials used in accordance with the Agreement
infringe the third party's Intellectual Property Rights.

   - Customer Indemnification Obligations. Customer will defend Google and
its Affiliates providing the Services and indemnify them against Indemnified
Liabilities in any Third-Party Legal Proceeding to the extent arising from (i)
any Customer Indemnified Materials or (ii) Customer's or an End User's use of
the Services in breach of the AUP or the Use Restrictions.

   - Indemnification Exclusions. Sections 9(a) (Google Indemnification
Obligations) and 9(b) (Customer Indemnification Obligations) will not apply to
the extent the underlying allegation arises from (i) the indemnified party's
breach of this Agreement or (ii) a combination of the Google Indemnified
Materials or Customer Indemnified Materials (as applicable) with materials not
provided by the indemnifying party under this Agreement, unless the
combination is required by this Agreement.

   - Indemnification Conditions. Sections 9(a) (Google Indemnification
Obligations) and 9(b) (Customer Indemnification Obligations) are conditioned
on the following:

Any indemnified party must promptly notify the indemnifying party in
writing of any allegation(s) that preceded the Third-Party Legal
Proceeding and cooperate reasonably with the indemnifying party to resolve
the allegation(s) and Third-Party Legal Proceeding. If breach of this
Section 9(d)(i) prejudices the defense of the Third-Party Legal
Proceeding, the indemnifying party's obligations under Section 9(a)
(Google Indemnification Obligations) or 9(b) (Customer Indemnification
Obligations) (as applicable) will be reduced in proportion to the
prejudice.

   - Any indemnified party must tender sole control of the indemnified
portion of the Third-Party Legal Proceeding to the indemnifying party,
subject to the following: (A) the indemnified party may appoint its own
non-controlling counsel, at its own expense; and (B) 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.

   - Remedies.

   - If Google reasonably believes the Services might infringe a third
party's Intellectual Property Rights, then Google may, at its sole option
and expense, (A) procure the right for Customer to continue using
the Services, (B) modify the Services to make them non-infringing without
materially reducing their functionality, or (C) replace the Services with
a non-infringing, functionally equivalent alternative.

   - If Google does not believe the remedies in Section 9(e)(i) are
commercially reasonable, then Google may Suspend or terminate the impacted
Services.

   - Sole Rights and Obligations. Without affecting either party's
termination or Suspension rights, this Section 9 (Indemnification) states the
parties' sole and exclusive remedy under this Agreement for any third-party
allegations of Intellectual Property Rights infringement covered by this
Section 9 (Indemnification).

10. **Liability.**

   - Limited Liabilities.

To the extent permitted by applicable law and subject to Section 10(b)
(Unlimited Liabilities), neither party will have any Liability arising out
of or relating to this Agreement for any

   - indirect, consequential, special, incidental, or punitive damages or

   - lost revenues, profits, savings, or goodwill.

   - Each party's total aggregate Liability for damages arising out of or
relating to this Agreement is limited to the Fees Customer paid under this
Agreement during the 12 month period before the event giving rise to
Liability.

   - Unlimited Liabilities. Nothing in this Agreement excludes or limits
either party's Liability for:

death, personal injury, or tangible personal property damage resulting
from its negligence or the negligence of its employees or agents;

   - its fraud or fraudulent misrepresentation;

   - its obligations under Section 9 (Indemnification) of Part A (General
Terms);

   - its infringement of the other party's Intellectual Property Rights;

   - its payment obligations under this Agreement; or

   - matters for which liability cannot be excluded or limited under applicable
law.

11. **Term and Termination**.

   - Agreement Term. This Agreement is effective from the Effective Date
until it is terminated in accordance with its terms (the "Term").

   - Termination for Convenience. Subject to any financial commitments in an
Order Form or addendum to this Agreement, Customer may terminate this Agreement
or an Order Form for convenience with 30 days' prior written notice to Google.

   - Termination for Breach.

Termination of an Order Form. Either party may terminate an Order
Form if the other party is in material breach of this Agreement and fails to
cure that breach within 30 days after receipt of written notice.

   - Termination of this Agreement. Either party may terminate this
Agreement if the other party (i) is in material breach of this Agreement and
fails to cure that breach within 30 days after receipt of written notice,
(ii) ceases its business operations, or (iii) becomes subject to insolvency
proceedings and such proceedings are not dismissed within 90 days.

   - Effects of Termination. If this Agreement terminates, then all Order
Forms also terminate. If an Order Form terminates or expires, then after that
Order Form's termination or expiration effective date, (a) all rights and access
to the Services under that Order Form will terminate (including access to
Customer Data, if applicable), and (b) Google will send Customer a final invoice
(if applicable) for payment obligations under that Order Form. Termination or
expiration of one Order Form will not affect other Order Forms.

   - Survival. The following Sections will survive expiration or termination
of this Agreement: Section 3 (Payment Terms), Section 4 (Intellectual Property),
Section 5 (Confidentiality), Section 8 (Disclaimer), Section 9
(Indemnification), Section 10 (Liability), Section 11(d) (Effects of
Termination), Section 12 (Miscellaneous) and Part C (Definitions).

12. **Miscellaneous**

   - Notices. Under the Agreement, notices to Customer must be sent to the
Notification Email Address and notices to Google must be sent to

legal-notices@google.com. Notice will be treated as received when the
email is sent. Customer is responsible for keeping its Notification Email
Address current throughout the Term.

   - Emails. The parties may use emails to satisfy written approval and
consent requirements under this Agreement.

   - Assignment. Neither party may assign this Agreement without the written
consent of the other, except to an Affiliate where (i) the assignee has agreed
in writing to be bound by the terms of this Agreement, (ii) the assigning party
has notified the other party of the assignment, and (iv) if the Customer is the
assigning party, the assignee is established in the same country as Customer.
Any other attempt to assign is void.

   - Change of Control. If a party experiences a change of Control other
than an internal restructuring or reorganization, then (i) that party will give
written notice to the other party within 30 days after the change of Control and
(ii) the other party may immediately terminate this Agreement any time within 30
days after it receives that written notice.

   - Force Majeure. Neither party will be liable for failure or delay in
performance of its obligations to the extent caused by circumstances beyond its
reasonable control, including acts of God, natural disasters, terrorism, riots,
or war.

   - Subcontracting. Google may subcontract obligations under this Agreement
but will remain liable to Customer for any subcontracted obligations.

   - No Agency. This Agreement does not create any agency, partnership, or
joint venture between the parties.

   - No Waiver. Neither party will be treated as having waived any rights by
not exercising (or delaying the exercise of) any rights under this Agreement.

   - Severability. If any part of this Agreement is invalid, illegal, or
unenforceable, the rest of this Agreement will remain in effect.

   - No Third-Party Beneficiaries. This Agreement does not confer any rights
or benefits to any third party unless it expressly states that it does.

   - Equitable Relief. Nothing in this Agreement will limit either party's
ability to seek equitable relief.

   - Governing Law. All claims arising out of or relating to this Agreement
or the Services will be governed by California law, excluding that state's
conflict of laws rules, and will be litigated exclusively in the federal or
state courts of Santa Clara County, California; the parties consent to personal
jurisdiction in those courts.

   - Amendments. Except as specifically described otherwise in this
Agreement, any amendment to this Agreement must be in writing, expressly state
that it is amending this Agreement, and be signed by both parties.

   - Independent Development. Nothing in this Agreement will be construed to
limit or restrict either party from independently developing, providing, or
acquiring any materials, services, products, programs, or technology that are
similar to the subject of this Agreement, provided that the party does not
breach its obligations under this Agreement in doing so.

   - Entire Agreement. This Agreement states all terms agreed between the
parties, and supersedes any prior or contemporaneous agreements between the
parties relating to the subject matter of this Agreement. 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 described in this Agreement.
This URL Terms are incorporated by reference into this Agreement.

   - Conflicting Terms. If there is a conflict among the documents that make
up this Agreement, then the documents will control in the following order (of
decreasing precedence): the applicable Order Form, the Data Processing and
Security Terms or Data Processing Amendment (as applicable), this Agreement, and
the other URL Terms.

   - Conflicting Languages. If this Agreement is translated into any other
language, and there is a discrepancy between the English text and the translated
text, the English text will control.

   - Counterparts. The parties may execute this Agreement in counterparts,
including facsimile, PDF, and other electronic copies, which taken together will
constitute one instrument.

   - Electronic Signatures. The parties consent to electronic signatures.

   - Headers. Headings and captions used in this Agreement are for reference
purposes only and will not have any effect on the interpretation of this
Agreement.

13. **Regional Terms** Notwithstanding any conflicting terms
in this Agreement:

   - If "Google" means Google Asia Pacific Pte. Ltd.; Google Australia Pty Ltd.;
Google Cloud Japan G.K.; Google Cloud Korea LLC; Google New Zealand Limited; or
PT Google Cloud Indonesia, Customer agrees to the following modifications:

Section 3(d) in Part A (General Terms) is replaced with the following:

"d. Taxes. Google will itemize any invoiced Taxes. If Taxes must be
withheld from any payment to Google, then Customer will increase the
payment to Google so that the net amount received by Google is equal to
the amount invoiced, without reduction for Taxes."

   - The definition of "Taxes" under Part C (Definitions) is replaced with the
following:
"'Taxes' means all government-imposed taxes, as per the
applicable law associated with the rendering and performance of the
Services, including but not limited to any duties, customs duties, and any
direct or indirect taxes, including any related penalties or interest,
except for taxes based on Google's profit."

   - If Customer's billing address is in all Asia Pacific regions (excluding
Australia, Japan, India, New Zealand, Singapore) and all regions in Latin
America (excluding Brazil), Customer agrees to the following modifications:

Sub-Section (l) (Governing Law)
in Section 12 (Miscellaneous) is replaced as follows:

Governing Law; Arbitration.
(1) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
RELATED SOFTWARE 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.

(2) 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").

(3) The parties will mutually select one arbitrator. The arbitration
will be conducted in English in Santa Clara County, California, USA.

(4) 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 the Agreement.

(5) Subject to the confidentiality requirements in Subsection (7)
below, 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 (5) above.

(6) 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.

(7) Any arbitration proceeding conducted in accordance with this
Section 12(l) (Governing Law; Arbitration) will be considered
Confidential Information under Section 5 (Confidentiality) of Part A
(General Terms), including: (i) the existence of, (ii) any information
disclosed during, and (iii) any oral communications or documents
related to, the arbitration proceedings. In addition to the disclosure
rights under Section (Confidentiality) of Part A (General Terms), the
parties may disclose the information described in this Subsection (7)
to a competent court as may be necessary to file any order under
Subsection (5) or execute any arbitral decision, but the parties must
request that those judicial proceedings be conducted in camera (in
private).

(8) 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.

(9) Each party will bear its own lawyers' and experts' fees and
expenses, regardless of the arbitrator's final decision regarding the
Dispute.

   - If "Google" means "PT Google Cloud Indonesia", Customer agrees to the
following modifications:

A new Sub-section (u) (Termination Waiver) is added to Section 12
(Miscellaneous) of Part A (General Terms) to read as follows:
"u.
Termination Waiver. The parties agree to waive any provisions under any
applicable laws to the extent that a court decision or order is required for
the cancellation of this Agreement."

   - Sub-Section (q) (Conflicting Languages) in Section 12 (Miscellaneous) of
Part A(General Terms) is replaced with the following:
"q. Conflicting
Languages. In the event this agreement is made in the Indonesian and the
English language, both versions are equally authentic. In the event of any
inconsistency or different interpretation between the Indonesian version and
the English version, the parties agree to amend the Indonesian version to
make the relevant part of the Indonesian version consistent with the
relevant part of the English version.

**B. SPECIFIC TERMS FOR LOOKER PRODUCTS**

1. **Using the Services**.

   - Use by Customer. Google will provide the Services to Customer by (a)
providing access to an Instance for the Looker Hosted Deployment or (b)
providing a license key for the Customer Hosted Deployment. Customer may only
use the Services with databases and servers licensed and/or owned by Customer.
Customer may configure the Services for Internal Business Purposes and External
Business Purposes only to the extent authorized in the Order Form.

   - Use by Affiliates. Customer Affiliates may (i) access and use the
Services as End Users, subject to the terms of Customer's Order Form so long as
Customer remains responsible for the Affiliates' compliance with the Agreement
and the applicable Order Form, or (ii) execute a separate Order Form that
incorporates this Agreement by reference

   - External Business Users. If the Order Form includes PBL and the PBL
Client is bound to a written agreement with Customer that is at least as
protective of Google as the rights and obligations contained in this Agreement,
then Customer may make the Services available for use by PBL Users, including by
embedding the Services into a Customer Application; Customer may not accept, and
acknowledges that Google will not be bound by, any terms or conditions with the
PBL Client that modify, add to or change in any way the Agreement or Order Form.

   - Customer Responsibilities. Customer will be solely responsible, and
Google disclaims responsibility for any acquisition, implementation, support or
maintenance of third-party products or services purchased by Customer that may
interoperate with the Services.

   - Beta Features. Google may make Beta Features available to End Users
subject to the provisions in the Looker Service Specific Terms.

2. **Data Processing and Security**. To the extent Customer
provides Google with access to Customer Data under this Agreement, the following
will apply:

   - Protection of Customer Data. Google will only access or use Customer
Data to provide the Services and TSS ordered by Customer to Customer and will
not use it for any other Google products, services, or advertising. Google has
implemented and will maintain administrative, physical, and technical safeguards
designed to protect the confidentiality, security, integrity, availability, and
privacy of Customer Data stored in the Instance, as further described in the
Data Processing and Security Terms. Notwithstanding any other provision of this
Agreement or any other agreement related to the Services, Google will not be
responsible for any breach or loss to the extent resulting from Customer's
security configuration or Customer's administration of the Services.

   - Data Processing and Security Terms. The Data Processing and Security
Terms are incorporated by reference into this Agreement.

3. **Services Use Review**. Within 30 days of Google's
reasonable written request, Customer will provide a sufficiently detailed written
usage report listing the Deployment Attributes being used for each Scope of Use,
the number and type of End Users using the Services during the requested period,
and the Instance(s) deployed, along with the related license key(s). To the extent
the usage reports can be measured by a ping from Google's license server, the ping
will serve as the report. If there is a PBL deployment, Customer will provide a
complete list of the software and applications where the Software and Services are
deployed. If requested, Customer will provide reasonable assistance and access to
information to verify the accuracy of any information provided to Google, which
verification may include access to records relating to Customer's use of the
Services. If the review indicates an underpayment, Customer will pay the
additional Fees associated with the under payment.

4. **Updates to Services and Terms**.

   - Changes to Services.

Limitations on Changes. Google may update the Services, provided
the updates do not result in a material reduction of the functionality,
performance, availability, or security of the Services.

   - Discontinuance. Google will notify Customer at least 12 months
before discontinuing any Service (or associated material functionality),
unless Google replaces such discontinued Service or functionality with a
materially similar Service or functionality.

   - Support. Google will continue to provide product and security
updates, and TSS, until the conclusion of the applicable notice period under
subsection 4.1.2 (Discontinuance).

   - Changes to Terms. Google may update the URL Terms, provided the updates
do not (a) result in a material reduction of the security of the Services, (b)
expand the scope of or remove any restrictions on Google's processing of
Customer Data as described in the Data Processing and Security Terms (if
applicable), or (c) have a material adverse impact on Customer's rights under
the URL Terms. Google will notify Customer of any material updates to URL Terms.

   - Permitted Changes. Sections 4.1 (Changes to Services) and 4.2 (Changes
to Terms) do not limit Google's ability to make changes required to comply with
applicable law or address a material security risk, or that are applicable to
Beta Features or new or pre-general availability Services, offerings, or
functionality.

5. **Temporary Suspension**.

   - Services Suspension. Google may Suspend Services if (a) necessary to
comply with law or protect the Services or Google's infrastructure supporting
the Services or (b) Customer or any End User's use of the Services does not
comply with the AUP, and it is not cured following notice from Google.

   - Limitations on Services Suspensions.
If Google Suspends Services under Section 5.1 (Services Suspension), then (a)
Google will provide Customer notice of the cause for Suspension without undue
delay, to the extent legally permitted, and (b) the Suspension will be to the
minimum extent and for the shortest duration required to resolve the cause for
Suspension.

6. **Technical Support**. Unless otherwise agreed in an Order
Form, Google will provide Looker Technical Support Services to Customer during the
Order Term in accordance with the Looker Technical Support Services Guidelines.
Customer is responsible for the technical support of its Customer Applications,
including PBL Users using the Services for External Business Purposes.

7. **Provision of Software**. Google may make Software
available to Customer in connection with Customer's use of the Services, including
third-party software. Some Software may be subject to third-party license terms,
which can be found at:

https://looker.com/trust-center/legal/notices-and-acknowledgements.

8. **Ceasing Software Use**. If this Agreement or the Order
Form terminates or expires, then Customer will stop using the Software.

9. **Jumpstart Enablement Services**. If Customer purchases
Jumpstart Enablement Services, such Jumpstart Enablement Services will be provided
in accordance with the Jumpstart Enablement Services Addendum, and specified in
the Order Form.

10. **Professional Services**. If Customer purchases PSO
Services, such PSO Services will be provided in accordance with the PSO Services
Addendum, and specified in the Order Form.

11. **Termination of Previous Agreements**. If Customer has
previously entered into an agreement for Google to provide the Software or
Services, then that agreement will terminate on the Services Start Date, and this
Agreement will govern the provision and use of the Services going forward.

**C. DEFINITIONS**

"Affiliate" means any entity that directly or indirectly Controls, is
Controlled by, or is under common Control with a party.

"AUP" means the then-current acceptable use policy for the Services
described at
https://cloud.google.com/terms/aup
(if applicable).

"BAA" or "Business Associate Agreement" is an amendment to this
Agreement covering the handling of Protected Health Information (as defined in
HIPAA).

"Beta Features" have the meaning set forth in the Looker Service Specific
Terms.

"Brand Features" means each party's trade names, trademarks, logos, domain
names, and other distinctive brand features.

"Confidential Information" means information that one party or its
Affiliate ("Disclosing Party") discloses to the other party
("Recipient") under this Agreement, and that is marked as confidential or
would normally be considered confidential information under the circumstances.
Customer Data is Customer's Confidential Information. Confidential Information
does not include information that is independently developed by the recipient, is
shared with the recipient by a third party without confidentiality obligations,
or is or becomes public through no fault of the recipient.

"Control" means control of greater than 50% of the voting rights or equity
interests of a party.

"Covered Affiliate" means Customer's Affiliate using the Services (i) via
an Order Form that is subject to the terms of this Agreement, and (ii) in
compliance with the Agreement and the applicable Order Form.

"Customer Application" means a software program that Customer creates or
hosts and that uses the Services. A Customer Application may be a website.

"Customer Data" means (a) all data in Customer's databases provided to
Google by Customer or End Users via the Services and (b) all results provided to
Customer or End Users for queries executed against such data via the Services.

"Customer Hosted Deployment" means the Software installed by or for
Customer at Customer's premises or on a Customer-controlled server within a data
center selected and managed by Customer. A Customer Hosted Deployment includes the
In-Product Services.

"Customer Indemnified Materials" means Customer Data and Customer Brand
Features.

"Data Processing and Security Terms" or "DPST" means the
then-current terms describing data processing and security obligations with
respect to Customer Data described at

https://looker.com/trust-center/legal/customers/dpst.

"Delegates" means the Recipient's employees, Affiliates, agents, or
professional advisors.

"Deployment Attributes" means the quantified usage of the Services as
specified on an Order Form, which include, but are not limited to the number of
Instances, End Users, API calls or other licensing attributes defined by the Scope
of Use.

"Dispute" has the meaning set forth in Section 13 (Regional Terms) of Part
A (General Terms).

"Documentation" means the user guides and manuals for the Services
provided by Google for Customer's own internal use.

"End User" or "Customer End User" means an individual that Customer
permits to use the Services. End Users may include employees of Customer's
Affiliates or PBL Users.

"Export Control Laws" means all applicable export and re-export control
laws and regulations, including (a) the Export Administration Regulations ("EAR")
maintained by the U.S. Department of Commerce, (b) trade and economic sanctions
maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and
(c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S.
Department of State.

"External Business Purposes", "PBL" or "Powered by Looker"
means use of the Services by or for the benefit of Customer's customers or clients
and their users or other third parties.

"Fees" means the product of the amount of Services or Software ordered by
Customer multiplied by the Prices, plus any applicable Taxes.

"Google Indemnified Materials" means the Services, Software and
Google's Brand Features.

"High Risk Activities" means activities where the use or failure of the
Services would reasonably be expected to result in death, serious personal injury,
or severe environmental or property damage (such as the creation or operation of
weaponry).

"HIPAA" means the Health Insurance Portability and Accountability Act of
1996 as it may be amended from time to time, and any regulations issued under it.

"including" means including but not limited to.

"In-Product Services" means the services hosted and made accessible by
Google through the Software, specifically licensing data, configuration backups,
system error reports, data actions and support tickets.

"Indemnified Liabilities" means any (a) settlement amounts approved by the
indemnifying party, and (b) damages and costs finally awarded against the
indemnified party by a court of competent jurisdiction.

"Instance" means one single configuration of the Software's administrative
settings and application database, subject to the platform restrictions detailed
in the Order Form. Each Instance requires a unique license key to operate.
Multiple identically configured Instances running with separate configurations are
considered separate instances.

"Intellectual Property" or "IP" means anything protectable by an
Intellectual Property Right.

"Intellectual Property Right(s)" means all patent rights, copyrights,
trademark rights, rights in trade secrets (if any), design rights, database
rights, domain name rights, moral rights, and any other intellectual property
rights (registered or unregistered) throughout the world.

"Internal Business Purposes" means use of the Services by or for the
benefit of Customer's internal operations.

"Jumpstart Enablement Services" means enablement and training services
described in the Order Form as Jumpstart Enablement Services Addendum. Jumpstart
Enablement Services do not include PSO Services.

"Legal Process" means an information disclosure request made under law,
governmental regulation, court order, subpoena, warrant, or other valid legal
authority, legal procedure, or similar process.

"Liability" means any liability, whether under contract, tort (including
negligence), or otherwise, regardless of whether foreseeable or contemplated by
the parties.

"Looker Hosted Deployment" means the Software installed by Google on a web
connected platform that is run in a third-party hosting facility designated by
Google, unless otherwise agreed by the parties in an Order Form. A Looker Hosted
Deployment includes the In-Product Services.

"Looker Service Specific Terms" means the then-current terms specific to
the Services stated at

https://looker.com/trust-center/legal/customers/service-terms.

"Looker Technical Support Services" or "TSS" means the then-current
technical support service provided by Google to Customer under the Looker
Technical Support Services Guidelines.

"Looker Technical Support Services Guidelines" or "TSS Guidelines"
means the then-current technical support service provided by Google to Customer
described at

https://looker.com/trust-center/legal/customers/support-lss.

"Notification Email Address" means the email address(es) designated by
Customer in the Order Form.

"Order Form" means an order form executed by Customer, or Customer
Affiliate, and Google specifying the Services Google will provide to Customer
under this Agreement.

"Order Term" means the period of time starting on the Services Start Date
for the Services and continuing for the period indicated on the Order Form unless
terminated in accordance with this Agreement.

"Payment Due Date" means 30 days from the invoice date.

"PBL Client" means (i) the PBL User or (ii) Customer's client that
authorizes use of the Services by PBL Users.

"PBL User" is an individual authorized to use the Services for External
Business Purposes as an End User subject to the terms of the applicable Order
Form.

"Prices" means the then-current applicable prices for the Services or
Software agreed to by Google and Customer in an Order Form or amendment to this
Agreement. Prices do not include Taxes.

"PSO Services" means advisory and consulting services described in the PSO
Addendum. PSO Services do not include Jumpstart Enablement Services.

"Scope of Use" means Customer's specific use case for the Services as
defined in an Order Form, which may include limitations on Customer's use for
Internal Business Purposes and/or External Business Purposes.

"Services" means an integrated platform, including cloud-based
infrastructure (if applicable), and software components (including any associated
APIs) that enables businesses to analyze data and define business metrics across
multiple data sources. Services exclude Third Party Offerings.

"Services Start Date" means either the start date described in the Order
Form or, in the absence of any such date, the date Google makes the Services
available to Customer.

"SLA" or "Service Level Agreement" means the then-current service
level agreements applicable to the Looker Hosted Deployment only, described at

https://looker.com/trust-center/legal/sla-lss. (if applicable)

"Software" means any downloadable tools, including the licensed data
platform provided under this Agreement, and any other computer software provided
by Google for use in connection with the Services, and any copies, modifications,
derivative works or enhancements thereto, excluding any Third-Party Offerings.

"Suspend" or "Suspension" means disabling or limiting access to
or use of the Services or components of the Services.

"Taxes" means all government-imposed taxes, except for taxes based on
Google's net income, net worth, asset value, property value, or employment.

"Third-Party Legal Proceeding" means any formal legal proceeding filed by
an unaffiliated third party before a court or government tribunal (including any
appellate proceeding).

"Third-Party Offerings" means (a) third-party services, software,
products, and other offerings that are not incorporated into the Services or
Software and (b) offerings identified in the "Third-Party Offerings"
section of the Looker Service Specific Terms.

"Trademark Guidelines" means Google's Brand Terms and Conditions described
at
https://www.google.com/permissions/trademark/brand-terms.html.

"URL" means a uniform resource locator address to a site on the internet.

"URL Terms" means the AUP, Data Processing and Security Terms, the SLA,
and the TSS.

"Use Restrictions" means the restrictions in Section (A)(2)(c) (Use
Restrictions).

**Jumpstart Enablement Services Addendum**

This Jumpstart Enablement Services Addendum (the "Jumpstart Enablement Addendum")
supplements and is incorporated into the Agreement between Google and Customer.
Terms defined in the Agreement apply to this Jumpstart Enablement Addendum.

   - Project Overview.
   - 1.1. Objective. Jumpstart Enablement Services are designed to help
Customer learn to use the Services. Jumpstart Enablement Services include the
following:

kick-off meeting;

   - Software and data review;

   - Developer training;

   - Recommendation summary report; and

   - Business user training.

   - 1.2. Deliverables and Acceptance. There are no formal deliverables or
acceptance criteria. Work is deemed accepted as it is performed.

   - Roles and Responsibilities.
   - 2.1. Google Responsibilities. Google will assign an individual to
assess Customer's needs and train Customer on how to use the Services (the
"Google POC"). The Google POC will work with Customer's project manager to
provide guidance to Customer on design, development, testing and deployment of
Customer's applications using the Services.

   - 2.2. Customer Project Manager. Customer will assign a project manager
who will be responsible for coordinating Customer resources and ensuring that
any required resources are made available to Google to ensure timely delivery
of the Jumpstart Enablement Services. Customer's project manager must have
reasonable decision-making authority for work associated with the Jumpstart
Enablement Services.

   - 2.3. Customer Data Analyst. Customer will assign a data analyst(s) who
will work with the Google POC. Customer's data analyst(s) must have the
appropriate technical skill set to deliver upon any work associated with the
Jumpstart Enablement Services.

   - No Personal Data. Customer acknowledges that Google does not need to process
Personal Data to perform the Jumpstart Enablement Services. Customer will not
provide Google with access to Personal Data unless the parties have agreed in a
separate agreement on the scope of work and any terms applicable to Google's
processing of such Personal Data.

   - Issue Resolution. A party will notify the other party of any issue that may
risk completion of the Jumpstart Enablement Services. The parties agree to work
in good faith to resolve any issue in a timely manner. Issues will be resolved
by the Google POC and Customer's project manager. The parties agree to escalate
any issue(s) unresolved by the Google POC and Customer's project manager to
senior management.

   - Payment. Unless stated otherwise in the Order Form, Jumpstart Enablement
Services Fees will be invoiced upon execution of an Order Form.

   - Project Term and Modifications.
   - 6.1. Term. The Jumpstart Enablement Services will be completed within
sixty (60) days of the kick off meeting. If in Google's reasonable discretion,
the Jumpstart Enablement Services are not completed within the timeframe
specified herein, the Jumpstart Enablement Services will: (a) end and be
considered completed, and Customer will transition to TSS for any further
assistance needed or (b) Customer will execute an additional Order Form,
subject to additional fees, to extend the timeframe for the Jumpstart
Enablement Services.

   - 6.2. Kick-Off Notice. Google requires at least three (3) business days
advance notice by Customer prior to the kick-off meeting.

   - 6.3. Location. Unless otherwise stated in an Order Form, the Jumpstart
Enablement Services will be performed remotely by the Google POC. If Google
agrees to perform the Jumpstart Enablement Services at Customer's facilities,
then (a) additional expenses may apply, and (b) Google will comply with
Customer's reasonable onsite policies and procedures made known to Google in
writing in advance.

   - 6.4. Hours of Operation. The Jumpstart Enablement Services will be
performed during Google's business hours, based on the location of the Google
POC.

   - Additional Definition.
"Personal Data" means personal data that (a) has the meaning given to
it in the General Data Protection Regulation (EU) 2016/679 of the European
Parliament and of the Council of April 27, 2016 ("GDPR") and (b) would cause
Google to be subject to GDPR as a data processor for Customer.

**PSO Services Addendum**

This Professional Services Addendum (the "PSO Addendum") supplements and
is incorporated into the Agreement between Google and Customer. This PSO Addendum
applies to the advisory and consulting services described in this PSO Addendum
that are designed to help Customer use the Services described in the Agreement.
Terms defined in the Agreement apply to this PSO Addendum.

- **PSO Services**.
   - 1.1. Provision of PSO Services. Google will provide PSO Services to
Customer, subject to Customer fulfilling its obligations under Section 2.1
(Cooperation).

   - 1.2. Deliverables and Acceptance. There are no formal deliverables or
acceptance criteria. PSO Services are deemed accepted as performed.

   - 1.3. Invoices and Payment. Unless stated otherwise in an Order Form,
all Fees for PSO Services ordered under this PSO Addendum will be invoiced
upon execution of the Order Form.

   - 1.4. Personnel. The parties will determine which respective Personnel
will be designated to engage with the other party to perform the PSO Services.
If either party requests a change of Personnel and provides a reasonable and
legal basis for such request, then the requested party will use commercially
reasonable efforts to replace the assigned Personnel with alternative
Personnel.

   - 1.5. Location. The PSO Services, unless otherwise stated in an Order
Form, will be performed remotely by Google Personnel. If Google agrees to
perform PSO Services at Customer's facilities, then (1) additional
expenses may apply and (2) Google will comply with Customer's reasonable
onsite policies and procedures made known to Google in writing in advance.

   - 1.6. Hours of Operation. The PSO Services will be performed during
Google's business hours, based on the location of assigned Google Personnel.

- **Customer Obligations**.
   - 2.1. Cooperation. Customer will provide reasonable and timely
cooperation in connection with Google's provision of the PSO Services. Google
will not be liable for a delay caused by Customer's failure to provide Google
with the information, materials, consents, or access to Customer facilities,
networks, or systems required for Google to perform the PSO Services. If
Google informs Customer of such failure and Customer does not cure the failure
within 30 days, then (a) Google may terminate any incomplete PSO Services and
(b) in addition to Fees in Section 7(b) (Effect on Payment), Customer will pay
actual costs incurred by Google for the cancelled PSO Services.

   - 2.2. No Personal Data. Customer acknowledges that Google does not need
to process Personal Data to perform the PSO Services. Customer will not
provide Google with access to Personal Data unless the parties have agreed in
a separate agreement on the scope of work and any terms applicable to Google's
processing of such Personal Data.

- **Intellectual Property**.
   - 3.1. Background IP. Customer owns all rights, title, and interest in
Customer's Background IP. Google owns all rights, title, and interest in
Google's Background IP. Customer grants Google a license to use Customer's
Background IP to perform the PSO Services (with a right to sublicense to
Affiliates and subcontractors). Except for the license rights under Section
3.2 (Google Technology), neither party will acquire any right, title, or
interest in the other party's Background IP under this PSO Addendum.

   - 3.2. Google Technology. Google owns all rights, title, and interest in
Google Technology. To the extent Google Technology is incorporated into any
PSO Services project, Google grants Customer a limited, worldwide,
non-exclusive, non-transferable license (with the right to sublicense to
Affiliates) to use the Google Technology in connection with the project for
Customer's Internal Business Purposes and, if applicable, its External
Business Purposes, in conjunction with use of the Services during the Order
Term. This PSO Addendum does not grant Customer any right to use materials,
products, or services that are made available to Google customers under a
separate agreement, license, or addendum.

- **Warranties and Remedies**.
   - 4.1. Google Warranty. Google will perform the PSO Services in a
professional and workmanlike manner, in accordance with practices used by
other service providers performing services similar to the PSO Services.
Google will use Personnel with requisite skills, experience, and
qualifications to perform the Services.

   - 4.2. Remedies. Google's entire liability and Customer's sole remedy
for Google's failure to provide PSO Services that conform with Section 4.1
(Google Warranty) will be for Google to use commercially reasonable efforts to
re-perform the PSO Services. Any claim that Google has breached the warranty
as described in Section 4.1 (Google Warranty) must be made within 30 days
after Google has performed the PSO Services.

- **Indemnification**.
   - 5.1. Indemnification Exclusions. Sections 9(a) (Google Indemnification
Obligations) and 9(b) (Customer Indemnification Obligations) in Part A
(General Terms) of the Agreement will not apply to the extent the underlying
allegation arises from (a) modifications to the Google Indemnified Materials
or Customer Indemnified Materials (as applicable) by anyone other than the
indemnifying party or (b) compliance with the indemnified party's
instructions, design, or request for customized features.

   - 5.2. Infringement Remedies. Section 9(e) (Remedies) in Part A (General
Terms) of the Agreement also apply to the PSO Services project.

   - 5.3. Indemnified Materials. For the purposes of Section 9
(Indemnification) in Part A (General Terms) of the Agreement, "Customer
Indemnified Materials" and "Google Indemnified Materials" have the
meanings set forth in Section 12 (Additional Definitions) in this PSO
Addendum.

- **PSO Services Term and Modifications**.
   - 6.1. Term. The Term of the PSO Services will be designated in the
Order Form.

   - 6.2. Change Order. If Customer requires changes to the scope or timing
of the PSO Services, Customer agrees to discuss such changes with Google. If
Google, in its sole discretion, agrees to modify the scope of the PSO
Services, the parties agree to work in good faith to memorialize the changes
in an amended Order Form.

- **Effects of Termination**. If this PSO Addendum or an
Order Form under this PSO Addendum expires or terminates, then:
7.1 Effect on PSO Services. The rights under the Agreement granted by
one party to the other regarding the PSO Services will cease immediately
except as described in this Section 7 (Effects of Termination), and Google
will stop work on the PSO Services.

7.2 Effect on Payment. Customer will pay for (i) PSO Services,
including work-in-progress, performed before the effective date of termination
or expiration and (ii) any remaining non-cancellable Fees. Google will send
Customer a final invoice for payment obligations under the Order Form.

7.3 Survival. The following Sections of this PSO Addendum will survive
expiration or termination of this PSO Addendum: 3 (Intellectual Property), 5
(Indemnification), 7 (Effects of Termination), and 12 (Additional
Definitions).

- **Issue Resolution**. Each party's respective Personnel
will notify the other party of any issues that may risk completion of the PSO
Services. The parties agree to work in good faith to resolve any issue in a
timely manner. The parties agree to escalate any issue(s) unresolved by
Personnel to senior management.

- **Hardware Assessment**. If Customer requests Google to
provide a sizing and performance evaluation of hardware as part of the PSO
Services, as described in the Order Form, Customer acknowledges and agrees that
such evaluation shall be provided by Google on an advisory and informational
basis and Customer will remain solely responsible for ensuring that the
platform's hardware capacity and scalability meets the requisite requirements.

- **Insurance**. During the Term of the Agreement, each
party will maintain, at its own expense, appropriate insurance coverage
applicable to performance of the party's respective obligations under the
Agreement, including general commercial liability, workers' compensation,
automobile liability, and professional liability.

- **Termination of Previous Agreements**. If Customer has
previously entered into an agreement for Google to provide with similar
professional services, then that agreement will terminate on the date of the
last party's signature effectuating this PSO Addendum, and the Agreement will
govern the provision and use of the PSO Services going forward.

- **Additional Definitions**.
"Background IP" means all Intellectual Property Rights owned or
licensed by a party (a) before the Effective Date of the applicable Order Form
or (b) independent of the PSO Services.

"Customer Indemnified Materials" means (a) Customer Background IP and
any other information, materials, or technology provided to Google by Customer
in connection with the PSO Services (in each case, excluding any open source
software) and (b) Customer's Brand Features. Customer Indemnified Materials do
not include Google Technology or deliverables.

"Google Indemnified Materials" means (a) Google Technology (in each
case, excluding any open source software) and (b) Google's Brand Features.
Google Indemnified Materials do not include Customer Background IP.

"Google Technology" means (a) Google Background IP; (b) all
Intellectual Property and know-how applicable to Google products and services;
and (c) tools, code, algorithms, modules, materials, Documentation, reports,
and technology developed in connection with the PSO Services that have general
application to Google's other customers, including derivatives of and
improvements to Google's Background IP. Google Technology does not include
Customer Background IP or Customer Confidential Information.

"Personal Data" means personal data that (a) has the meaning given to
it in the General Data Protection Regulation (EU) 2016/679 of the European
Parliament and of the Council of April 27, 2016 ("GDPR") and (b) would cause
Google to be subject to GDPR as a data processor for Customer.

"Personnel" means a party's and its Affiliates' respective directors,
officers, employees, agents, and subcontractors.

"PSO Services" means the advisory and consulting services described on
the Order Form designed to help Customer use the Services described in the
Agreement.

[[["Easy to understand","easyToUnderstand","thumb-up"],["Solved my problem","solvedMyProblem","thumb-up"],["Other","otherUp","thumb-up"]],[["Hard to understand","hardToUnderstand","thumb-down"],["Incorrect information or sample code","incorrectInformationOrSampleCode","thumb-down"],["Missing the information/samples I need","missingTheInformationSamplesINeed","thumb-down"],["Other","otherDown","thumb-down"]],[],[],[]]