February 14, 2022

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# Looker Terms of Service

Last modified: February 14, 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.

#### 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).

[[["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"]],[],[],[]]