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# Looker (original)
Terms of Service

Last modified: October 04, 2023

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 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.

These Looker (original) Terms of Service (the "Agreement") are
entered into by Google and the entity or person agreeing to these terms
("Customer") and govern Customer’s access to and use of the Services.
"Google" has the meaning given at

https://cloud.google.com/terms/google-entity.
This Agreement is effective as of the date of the last signature appearing
on Customer's initial Order Form (the "Effective Date"). This Agreement
does not apply to any services listed in the

Google Cloud Platform Services Summary,
including Looker (Google Cloud core) or Looker Studio.

1. **Provision of the** **Services**.

1.1 *Services Use*.  During the Term, Google
will provide the Software and Services specified in an
Order Form in accordance with this Agreement, and Customer
and its End Users may use the Services in accordance with
this Agreement.

1.2 *Customer Access to the Services*. 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.

1.3 *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.

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

1.5 *Services Use Review*.  Within 30 days of
Google's 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.

1.6 *Modifications*.

(a)  *To the Services*.

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

   - *Discontinuance*. Notwithstanding Section
1.6(a) (Limitations on Changes), Google may discontinue a
Service (or associated material functionality), provided
that Google will notify Customer at least 12 months
before discontinuing any Service (or associated material
functionality), unless Google replaces such discontinued
Service or functionality with a materially similar
Service or functionality.

   - *Support*. Google will continue to provide product and
security updates, and TSS, until the conclusion of the
applicable notice period under subsection 1.6(a)(ii)
(Discontinuance).

(b) *To the Agreement*.  Google may change the terms
of this Agreement from time to time and will post any such
changes at

https://cloud.google.com/terms/looker/msa.
These changes will only take effect at the beginning of
Customer’s next Order Term, at which time Customer’s
continued use of the Services will constitute its
acceptance of the changes. This Section 1.6(b)
(Modifications to the Agreement) does not apply to changes
to URL Terms.

(c) *To URL Terms*. Notwithstanding Section 1.6(b) (To the
Agreement), 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 Addendum (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.

(d) *Permitted Changes*. Sections 1.6(a) (Changes to
Services) and 1.6(c) (Changes to URL 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.

1.7 *Software and Third-Party Offerings*. Google may
make Software available to Customer in connection with
Customer's use of the Services, including third-party
software.  Any use of Third-Party Offerings is
subject to separate terms and policies with the relevant
service provider, as further provided in the Looker
Service Specific Terms. If this Agreement or the Order
Form terminates or expires, then Customer will stop using
the Software.

2. **Payment Terms**.

2.1 *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 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.

2.2 *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.

   - 2.3. *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.

   - 2.4. *Taxes*.

(a) Customer is responsible for any Taxes, and will
pay Google for the Services without any reduction for
Taxes. If Google is obligated to collect or pay any
Taxes, the Taxes will be invoiced to Customer and
Customer will pay such Taxes to Google, unless Customer
provides Google with a timely and valid tax exemption
certificate in respect of those Taxes.

(b) Customer will provide Google with any applicable
tax identification information that Google may require
under applicable law to ensure its compliance with
applicable tax regulations and authorities in applicable
jurisdictions. Customer will be liable to pay (or
reimburse Google for) any taxes, interest, penalties, or
fines arising out of any mis-declaration by Customer.

   - 2.5. *Payment 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.

   - 2.6. *Delinquent Payments; Suspension*. Late
payments may bear interest at the rate of 1.5% per month
(or the highest rate permitted by law, if less) from the
Payment Due Date until paid in full. Customer will be
responsible for all reasonable expenses (including
attorneys' fees) incurred by Google in collecting such
delinquent amounts. Further, if Customer's payment for the
Services is overdue, Google may Suspend the Services.

2.7 *No Purchase Order Number Required*. Customer is
obligated to pay all applicable Fees without any
requirement for Google to provide a purchase order number
on Google's invoice (or otherwise).

3. **Customer Obligations**

3.1 *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 or Customer’s password of which Customer becomes
aware.  Google reserves the right to investigate any potential
violation of the AUP by Customer, which may include reviewing Customer
Applications or Customer Data.

3.2 *Privacy*. 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.

   - 3.3. *Restrictions*. Customer will not, and will not allow End Users
to, (a) copy, modify, create a derivative work of the Services; (b) 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); (c) sell, resell,
sublicense, transfer, or distribute the Services; or (d) access or use the
Services (i) for High Risk Activities; (ii) in a manner intended to avoid
incurring Fees or to circumvent usage limits or quotas; (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.

3.4 *Documentation*.  Google may provide
Documentation for Customer’s use of the Services.

4.** Suspension.**

4.1 *AUP Violations*. If Google becomes aware that Customer's or any
End User's use of the Services violates the AUP, Google will notify
Customer and request that Customer correct the violation. If Customer
fails to correct the violation within 24 hours of Google's request,then
Google may Suspend all or part of Customer's use of the Services until the
violation is corrected.

4.2 *Other Suspension*. Notwithstanding Section 4.1 (AUP Violations),
Google may immediately Suspend all or part of Customer's use of the
Services if (a) Google reasonably believes Suspension is needed to protect
the Services, Google’s infrastructure supporting the Services, or any other
customer of the Services (or their end users); (b) there is suspected
unauthorized third-party access to the Services; (c) Google reasonably
believes that immediate Suspension is required to comply with any applicable
law; or (d) Customer is in breach of Section 3.3 (Restrictions) or the Looker
Service Specific Terms. Google will lift any such Suspension when the
circumstances giving rise to the Suspension have been resolved. At
Customer's request, Google will, unless prohibited by applicable law, notify
Customer of the basis for the Suspension as soon as is reasonably
possible.

5.
**Intellectual Property Rights; Protection of Customer Data; Feedback**.

5.1 *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.

5.2 *Protection of Customer Data*. Google will only access, use, and
otherwise process Customer Data in accordance with the Data Processing
Addendum and will not access, use, or process Customer Data for any other
purpose. Google has implemented and will maintain technical, organizational,
and physical measures to protect Customer Data, as further described in the
Data Processing Addendum.

5.3 *Customer 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.

6. **Technical Support Services. **Google will
provide GCP Technical Support Services to Customer during the Order Term
in accordance with the GCP Technical Support Services Guidelines. Customer
is responsible for the technical support of its Customer Applications,
including support for PBL Users.

7. **Confidential Information**.

7.1 *Obligations*. The recipient will only use the disclosing party's
Confidential Information to exercise its rights and fulfill its obligations
under this Agreement, and will use reasonable care to protect against the
disclosure of the disclosing party's Confidential Information.  The
recipient may disclose Confidential Information only to its Affiliates,
employees, agents, or professional advisors (“Delegates”) who need to know
it and who have agreed in writing (or in the case of professional advisors
are otherwise bound) to keep it confidential.  The recipient will ensure
that its Delegates use the received Confidential Information only
to exercise rights and fulfill obligations under this Agreement.

*7.2 Required Disclosure*. Notwithstanding any provision to the
contrary in this Agreement, the recipient or its Affiliate may also disclose
Confidential Information to the extent required by applicable Legal Process;
provided that the recipient uses commercially reasonable efforts to (a)
promptly notify the other party prior to such disclosure;  and (b)
comply with the other party's reasonable requests to oppose disclosure of
its Confidential Information. Notwithstanding the foregoing, subsections (a)
and (b) above will not apply if the recipient determines that complying with
(a) and (b) could (i) result in violation of Legal Process; (ii) obstruct
a governmental investigation; or (iii) lead to death or serious physical
harm to an individual

8. **Term and Termination**.

8.1 *Agreement Term*. This term of this Agreement (the “Term”) will
begin on the Effective Date and continue until it is terminated as stated
in this Section 8 (Term and Termination).

8.2 *Termination for Breach*.

(a) Termination of an Order Form. To the extent permitted by applicable law,
either party may terminate an Order Form on written notice 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 of the breach.

(b) Termination of this Agreement. To the extent permitted by applicable
law, either party may terminate this Agreement on written notice 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 or (ii) ceases
its business operations, or becomes subject to insolvency proceedings and
the proceedings are not dismissed within 90 days.

8.3 *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 at any time with 30 days' prior
written notice to Google.

8.4
*Termination Due to Applicable Law; Violations of Law*.Google may
terminate this Agreement immediately on written notice if Google reasonably
believes that (a) continued provision of the Services would violate
applicable law(s) or (b) Customer has violated or caused Google to violate
any Anti-Bribery Laws or Export Control Laws.

8.5 *Effect 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.

9. **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.

10. **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.

**11.
**Disclaimer. Except as expressly provided for in this Agreement,
to the fullest extent permitted by applicable law, Google does not make
and expressly disclaims to the fullest extent permitted by applicable
law (a) 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 (b) any representations about content or
information accessible through the Services.****

**12.**** Limitation of Liability.**

**12.1 *****Limitation on Indirect Liability*****. To the extent
permitted by applicable law and subject to Section 12.3
(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.**

**12.2 *****Limitation on Amount of Liability*****. Each party's
total aggregate Liability for damages arising out of or relating to this
Agreement is limited to the Fees Customer paid during the 12 month period
before the event giving rise to Liability, except Google’s total aggregate
Liability for damages arising out of or related to Services or Software
provided free of charge (including Beta Features) is limited to $5,000.**

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

**(a) its fraud or fraudulent misrepresentation;**

**(b) its obligations under Section 13 (Indemnification);**

**(c) its infringement of the other party's Intellectual Property Rights;**

**(d) its payment obligations under this Agreement; or**

**(e) matters for which liability cannot be excluded or limited under
applicable law.**

******13. Indemnification**.

13.1 *Google Indemnification Obligations*. Google
will defend Customer and its Affiliates using the Services
under Customer’s subscription for the Services, and
indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from an
allegation that the Services, Software or any Google Brand
Feature used in accordance with the Agreement infringe the
third party's Intellectual Property Rights.

13.2 *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 (a) any Customer Application, Customer
Data or Customer Brand Features or (b) Customer's or an
End User's use of the Services in breach of the AUP or
Section 3.3 (Restrictions).

13.3 *Exclusions*. Sections 13.1 (Google
Indemnification Obligations) and 13.2 (Customer
Indemnification Obligations) will not apply to the extent
the underlying allegation arises from (a) the indemnified
party's breach of this Agreement, (b) a combination of the
indemnifying party’s technology or Brand Features with
materials  not provided by the indemnifying party
under this Agreement, unless the combination is required
by this Agreement and (c) in the case of Google or any of
its Affiliates as the indemnifying party, any Services
provided to Customer free of charge (including Beta
Features).

13.4 *Conditions*. Sections 13.1 (Google
Indemnification Obligations) and 13.2 (Customer
Indemnification Obligations) are conditioned on the
following:

(a) 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 13.3(a) prejudices the defense of the
Third-Party Legal Proceeding, the indemnifying party's
obligations under Section 13.1 (Google Indemnification
Obligations) or 13.2 (Customer Indemnification
Obligations) (as applicable) will be reduced in proportion
to the prejudice.

(b) 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: (i) the
indemnified party may appoint its own non-controlling
counsel, at its own expense; and (ii) 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.

13.5 *Remedies*.

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

(b) If Google does not believe the remedies in Section
13.5(a) are commercially reasonable, then Google may
Suspend or terminate the impacted Services.

13.6 *Sole Rights and Obligations*. Without
affecting either party's termination or Suspension rights,
this Section 13 (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 13 (Indemnification).

14. **Miscellaneous**

14.1 *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.

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

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

14.4 *Change of Control*. If a party experiences a
change of Control other than an internal restructuring or
reorganization (for example, through a stock purchase or
sale, merger, or other form of corporate transaction),
then that party will give written notice to the other
party within 30 days after the change of Control.

14.5 *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.

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

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

14.8 *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.

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

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

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

   - 14.12. *U.S. Governing Law*.

(a) For U.S. City, County, and State Government Entities.
If Customer is a U.S. city, county, or state government
entity, then the Agreement will be silent regarding
governing law and venue.

(b) For U.S. Federal Government Entities. If Customer is
a U.S. federal government entity, then the following
applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF
THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF
LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW,
(I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING
CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE
ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN,
AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
COUNTY, CALIFORNIA.

(c) For All Other Entities. If Customer is any entity not
identified in Section 14.12(a) (U.S. Governing Law for
U.S. City, County, and State Government Entities) or (b)
(U.S. Governing Law for Federal Government Entities), then
the following applies: 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, USA; THE PARTIES CONSENT TO PERSONAL
JURISDICTION IN THOSE COURTS.

14.13 *Amendments*. Except as stated in Section
1.6(b) (Modifications: To the Agreement), 1.6(c)
(Modifications: To URL Terms) and Section 1.6(d)
(Permitted Changes), any amendment to this Agreement must
be in writing, signed by both parties and expressly state
that it is amending this Agreement.

14.14 *Survival*. The following Sections will
survive expiration or termination of this Agreement:
Section 2 (Payment Terms), Section 5 (Intellectual
Property Rights; Protection of Customer Data; Feedback),
Section 7 (Confidential Information), Section 8 (Effect of
Termination) Section 11 (Disclaimer), Section 12
(Limitation of Liability), Section 13 (Indemnification),
and Section 14 (Miscellaneous).

14.15 *Entire Agreement*. This Agreement states all
terms agreed between the parties and supersedes all other
agreements between the parties relating to its subject
matter, including any prior version(s) of this Agreement
(“Prior Version”); provided, however, if Customer has
entered into an Order Form governed by a Prior Version,
this Agreement will take effect on the effective date of
Customer’s next Order Term, at which time Customer’s
continued use of the Services will constitute acceptance
of the 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. The URL Terms
are incorporated by reference into this Agreement. After
the Effective Date, Google may provide an updated URL in
place of any URL in this Agreement.

14.16 *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 Addendum, the remainder of the Agreement
(excluding the URL Terms), and the other URL Terms
(excluding the Data Processing Addendum).

14.17 *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.

14.18 *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 govern unless expressly stated
otherwise in the translation.

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

14.20 *Electronic Signatures*. The parties consent
to electronic signatures.

14.21 *Definitions*.

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

“Anti-Bribery Laws" means all applicable commercial and
public anti-bribery laws, including the U.S. Foreign
Corrupt Practices Act of 1977 and the UK Bribery Act 2010,
that prohibit corrupt offers of anything of value, either
directly or indirectly, to anyone, including government
officials, to obtain or keep business or to secure any
other improper commercial advantage. Government officials
include: any government employees, candidates for public
office, members of royal families, and employees of
government-owned or government-controlled companies,
public international organizations, and political parties.

"AUP" means the then-current acceptable use policy for
the Services stated at

https://cloud.google.com/terms/aup
.

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

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

"Brand Features" means the trade names, service marks,
trademarks, logos, domain names, and other distinctive
brand features ​​of each party, respectively, as secured
by such party from time to time.

"Confidential Information" means information that one
party (or an Affiliate) discloses to the other party 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 rightly given to  the Recipient by
a third party without confidentiality obligations, 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.

"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.

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

https://cloud.google.com/terms/data-processing-addendum.

"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.

"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 the use of the Services or Software embedded
in a Customer Application.

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

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

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

https://cloud.google.com/terms/tssg.

"High Risk Activities" means activities where the use or failure of the
Services would reasonably be expected to lead to death, personal injury, or
environmental or property damage (such as the creation or operation of
nuclear facilities, air traffic control, life support systems, or 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 Right(s)I" 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://cloud.google.com/terms/looker/legal/customers/service-terms.

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

"Order Form" means an order form executed by Customer 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.

"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, and GCP
Technical Support Services at
https://cloud.google.com/skus/
(incorporated into the Agreement by this reference). Prices do not include Taxes.

"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" or “Looker Services” or “Looker (original)
Services”  means the integrated business intelligence
and embedded analytics  platform (including the
software components that connect to APIs) provided as
either a Looker Hosted Deployment or a Customer Hosted
Deployment. Services exclude Third-Party Offerings. For
clarity, Looker Studio and Looker (Google Cloud core) are
not Services governed by this Agreement.

"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://cloud.google.com/terms/looker/legal/customers/sla
(if applicable).

"Software" means any downloadable tools and jar files
provided under this Agreement, and any copies,
modifications, derivative works or enhancements thereto.
Software excludes 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.

"Term" has the meaning stated in Section 8.1 (Agreement
Term) of this Agreement.

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

15. **Regional Terms **Customer agrees to
the following modifications to the Agreement if Customer’s
billing address is in the applicable region as described
below

**Asia Pacific - All regions, excluding India**

Section 2.4 is replaced with the following:

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

The definition of "Taxes" under Section 14.21
(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.”

**Asia Pacific (all regions excluding Australia, Japan, India, New Zealand,
Singapore) and Latin America (all regions excluding Brazil)**:

Section 14.12 (U.S. Governing Law) is replaced as
follows:

14.12 *Governing Law; Arbitration*.

(a) 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.

(b) The parties will try in good faith to settle any
Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days, it must be
resolved by arbitration by the American Arbitration
Association’s International Centre for Dispute Resolution
in accordance with its Expedited Commercial Rules in force
as of the date of this Agreement ("Rules").

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

(d) 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.

(e) Subject to the confidentiality requirements in
Subsection 14.12(g), 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 14.12(e).

(f) 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.

(g) Any arbitration proceeding conducted in accordance
with this Section 14.12 (Governing Law; Arbitration) will
be considered Confidential Information under Section 7
(Confidential Information), 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 7 (Confidential Information), the
parties may disclose the information described in this
Subsection 14.12(g) to a competent court as may be
necessary to file any order under Subsection 14.12(e) or
execute any arbitral decision, but the parties must
request that those judicial proceedings be conducted
*in camera* (in private).

(h) 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.

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

**Asia Pacific - Indonesia**

A new Section 8.6 is added:

8.6 *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.

Section 14.18 is replaced as follows:

14.18 *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.

**Asia Pacific - India**

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.”

Section 2. (Payment Terms) is replaced as follows:

2.1 Payment.

(a) Google will invoice Customer for the Fees.
**Payments for invoices are due 60 days after the invoice date (unless
otherwise specified on the Order Form) and are considered overdue after
such date.**
All payments are due in the currency described in the
invoice. Wire transfer payments must include the bank
information described in the invoice.

2.2 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.

   - 2.3. 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.

2.4 *Taxes*.

(a) 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.

(b) 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.

(c) 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.

2.5 *Payment 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.

Section 14.12 (U.S. Governing Law) is replaced as
follows:

14.12 *Governing Law* *and Claims*

*(a) *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.

(b) 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.

The definition of "Taxes" under 14.21 (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.

***Europe, Middle East, Africa - Jordan, Kuwait, Morocco, Qatar, Egypt and
United Arab Emirates***

A new Section 8.6 is added as follows:

8.6* No requirement for Court Order. *Both parties
acknowledge and agree that a court order will not be
required to give effect to any term or termination.

Section 14.12 (U.S. Governing Law) is replaced as
follows*:*

14.12.* Governing Law; Arbitration.*

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY RELATED GOOGLE PRODUCTS 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.

(b) The parties will try in good faith to settle any
Dispute within 30 days after the Dispute arises. If the
Dispute is not resolved within 30 days, it must be
resolved by arbitration under the Arbitration Rules of the
London Court of International Arbitration (LCIA)
("Rules"), which Rules are deemed to be incorporated by
reference to this Section.

(c) The parties will mutually select one arbitrator. The
arbitration will be conducted in English and the place and
the legal seat of the arbitration will be the Dubai
International Financial Center, DIFC, Dubai UAE.

(d) 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.

(e) 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.

(f) Any arbitration proceeding conducted in accordance
with this Section 14.12 (Governing Law; Arbitration) will
be considered Confidential Information under Section 7
(Confidential Information), 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 7 (Confidential Information), the
parties may disclose the information described in this
Subsection 14.12 (f) to a competent court as may be
necessary to execute any arbitral decision, but the
parties must request that those judicial proceedings be
conducted in camera (in private).

(g) 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.

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

**Latin America - Brazil**

Section* *14.12 (U.S. Governing Law) is replaced as
follows:

14.12* Governing Law; Arbitration.*

(a) This agreement will be governed by Brazilian law.

(b) All claims arising out of or relating to this
agreement or any related Google products or services
(including any dispute regarding the interpretation or
performance of the agreement) (“Dispute”) will be
definitively resolved by arbitration in accordance with
the arbitration rules of the center of arbitration and
mediation of the Brazil-Canada Chamber of Commerce
(“Rules”).

(c) The arbitral tribunal will be composed of three
arbitrators to be appointed in accordance with the Rules.
The arbitration will be conducted in Portuguese in São
Paulo, Brazil, the place where the arbitral award will be
rendered.

(d) The arbitral tribunal may not decide by equity.

(e) Subject to the confidentiality requirements in
subsection (g), either party may petition the courts of
the city of São Paulo or 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.

(f) 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.

(g) Any arbitration proceeding conducted in accordance
with this section will be considered confidential
information, including (i) the existence of, (ii) any
information disclosed during, and (iii) any oral
communications or documents related to the arbitration
proceedings. The parties may disclose the information
described in this subsection (g) to a competent court as
may be necessary to execute any award rendered by the
arbitral tribunal or file any order under subsection (e).
But the parties must request that those judicial
proceedings be conducted in camera (in private).

(h) The arbitral award will determine the non-prevailing
party’s obligation to reimburse the arbitrators’ fees, the
arbitral tribunal’s appointed experts’ fees and expenses,
and the arbitration center’s administrative expenses paid
in advance by the other party.

(i) Each party will bear its own lawyers’ and experts’
fees and expenses, regardless of the arbitral tribunal’s
final decision regarding the dispute.

Section 14.18 (Conflicting Languages) is replaced as
follows:

14.18* Conflicting Languages. *This Agreement is
made in Portuguese and the English language. In the event
of any inconsistency or different interpretation between
the Portuguese version and the English version, the
parties agree to amend the Portuguese version to make the
relevant part of the Portuguese version consistent with
the relevant part of the English version.

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