December 7, 2022

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# Looker Terms of
Service

Last modified: December 07, 2022

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.

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**

a. 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.

b. 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.

c. 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**.

a. 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.

b. 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.

c. 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.

d. 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.

e. 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.****

f. Overdue Payments.

i. 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.

ii. 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.

g. 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.

h. 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**.

a. 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.

b. 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**.

a. 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.

b. 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**.

a. 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.

b. 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.

c. 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.

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

i. 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)(1) 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.

ii. 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.****

e. Remedies.

i. 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.

ii. If Google does not
believe the remedies in Section 9(e)(1) are commercially
reasonable, then Google may Suspend or terminate the
impacted Services.

f. 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.**

a. Limited Liabilities.

i. 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

A. indirect, consequential,
special, incidental, or punitive damages or

B. lost revenues, profits,
savings, or goodwill.

ii. 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.

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

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

ii. its fraud or fraudulent
misrepresentation;

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

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

v. its payment obligations
under this Agreement; or

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

11. **Term and Termination**.

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

b. 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.

c. Termination for Breach.

i. 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.

ii. 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.

d. 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.

e. 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**

a. 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.

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

c. 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.

d. 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.

e. 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.

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

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

h. 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.

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

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

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

l. 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.

m. 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.

n. 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.

o. 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.

p. 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.

q. 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.

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

s. Electronic Signatures. The
parties consent to electronic signatures.

t. 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:

a. 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:

i. 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.”

ii. 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.”

b. 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:

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

1. 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
theDispute 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.

c. If “Google” means “PT
Google Cloud Indonesia”, Customer agrees to the following
modifications:

i. 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.”

ii. 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.

d. If the Customer’s billing
address is India, the Customer agrees to the following
modifications:

i. The following paragraph is
incorporated in the introduction of the Agreement, above
Part A (General Terms):

“Google Cloud India Private
Limited (“Google Cloud India”) has been appointed by
Google Asia Pacific Pte. Ltd. (“GAP”) as a non-exclusive
reseller of the Services (as defined below) in India. For
avoidance of any doubts, whilst in the Agreement, both the
entities have been referred  to as ‘Google,’ it is
hereby clarified that wherever the provisions refer to
Google for sales or rights and obligations in relation
thereto (including any terms relating to invoicing for
sale of services, credit limit, termination of this
Agreement, etc.),  ‘Google’ shall mean Google Cloud
India, and wherever in the agreement, the provisions refer
to  ‘Google’ as a provider of the Services or rights
and obligations in relation thereto (including the
Intellectual Property Rights) shall mean  ‘Google
Asia Pacific Pte. Ltd.’ or ‘GAP’.

Google Cloud India may
execute Order Form(s) referencing the Agreement, but the
Order Form will form a separate contract between Google
Cloud India and the Customer, and incorporate all of the
terms of this Agreement. Under the Agreement, whereas, as
a reseller of the Services, Google Cloud India purchases
the Services from GAP for resale to the customer, the
entire obligation to provide such Services under the
Agreement will be met by GAP.”

ii. Section 3 (d) (Payment
Terms) in Part A (General Terms) is replaced as follows:

“d. *Taxes*.

i. In consideration of the
sale of Services, Customer agrees to pay to Google, the
Fees plus any applicable taxes. If Google is obligated to
collect or pay Taxes, the Taxes will be invoiced to
Customer along with the Fees for sale of services, unless
Customer provides Google Cloud India with a timely and
valid tax exemption certificate authorized by the
appropriate taxing authority.

ii. If required under the
applicable law, Customer will provide Google with
applicable tax identification information (Goods and
Services Tax Identification Number (“GSTIN”), location
where the Services would be received by the customer, tax
status etc.) that Google may require to ensure its
compliance with applicable tax regulations in India. The
Customer acknowledges that all the details provided such
as the GSTIN, location where the Services would be
received by the Customer, tax status etc. are correct. The
address and GSTIN provided are of the location where the
Services would be received by the Customer. Customer will
be liable to pay (or reimburse Google for) any taxes,
interest or fines arising out of any mis-declaration by
the Customer.

iii. If Customer is required
by law to withhold any amounts for Income Tax on its
payments to Google for sale of services, Customer must
provide Google in a timely manner with a withholding tax
certificate or other appropriate documentation and
undertake to carry out the necessary compliances as per
the applicable tax laws in India to enable Google to claim
credit of such withholding taxes and provide support, as
may be required for such purpose.”

iii. Section 12  (l.)
(U.S. Governing Law) in Part A (General Terms) is replaced
as follows:

l. *Governing Law*
*and Claims*

**i.  All claims
arising out of or relating to the Agreement will be
governed by laws of India, excluding that state’s conflict
of laws rules, and will be litigated exclusively in the
courts of New Delhi; the parties consent to exclusive
jurisdiction in those courts.

ii. Notwithstanding anything
under the Agreement, the Customer can and will bring all
claims with respect to Google under the Agreement against
Google Cloud India only.

iv. The definition of "Taxes"
under Part C (Definitions) is replaced with the following:

“*Taxes*” means all
taxes as per the applicable law including but not limited
to any duties, or taxes (other than income tax on income),
including indirect taxes such as goods and services tax
(“GST”) or the taxes associated with the purchase of the
Services.

B. SPECIFIC TERMS FOR LOOKER PRODUCTS

1. **Using the Services**.

a. 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.

b. 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

c. 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.

d. 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.

e. 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:

a. 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.

b. 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
underpayment.

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

a. Changes to Services.

i. 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.

ii. 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.

iii. Support. Google will
continue to provide product and security updates, and TSS,
until the conclusion of the applicable notice period under
subsection 4(a)(ii) (Discontinuance).

b. 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.

c. Permitted Changes.
Sections 4(a) (Changes to Services) and 4(b) (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**.

a. 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.

b. Limitations on Services
Suspensions. If Google Suspends Services under Section
5(a) (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. **Professional Services**. If Customer
purchases PSO Services, such PSO Services will be provided
in accordance with a separate agreement between Customer
and Google.

10. **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.

"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
purchased by Customer from Google.

"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).

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