Looker Services Schedule
This Looker Services Schedule (the "Services Schedule") supplements and is incorporated by reference into the Google Cloud Master Agreement. This Services Schedule applies solely to the services and software described in this Services Schedule and is effective for the Term of the Agreement. Terms defined in the General Terms apply to this Services Schedule.
1. Using the Services.
1.1 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 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.
1.2 External Business Purposes. 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 the Agreement, then Customer may make the Services available for use by PBL Users 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.
1.3 Resold Customers. Unless otherwise agreed in an executed addendum or amendment to this Services Schedule, this Agreement will not apply to Customer's use of Services ordered from a third-party reseller ("Reseller"). Customer’s use of Services ordered from a Reseller will instead be governed by a separate agreement between Customer and the Reseller ("Reseller Agreement"). Any Reseller Agreement is independent of and outside the scope of this Agreement.
1.4 Additional Use Restrictions. Customer will not, and will not allow its End Users to: (a) remove any copyright notices, trademarks or other proprietary notices or restrictions from the Services; (b) use the Services to provide a time sharing, hosting, outsourced, or managed services solution to unaffiliated third parties, except as part of a Customer Application that provides value distinct from the Services; (c) conduct benchmarking tests or other comparative analysis of the Services for publication or disclosure to third parties; or (d) disrupt the security, integrity, or performance of the Services in any way.
1.5 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.
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 safeguards to protect Customer Data stored in the Instance, as further described in the Data Processing Addendum. Notwithstanding any other provision of the Agreement, this Services Schedule, 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.
3. Additional Payment Terms.
3.1 Usage and Invoicing. Customer will pay all Fees for the Services and GCP Technical Support Services. Unless otherwise provided in the Agreement, the applicable Order Form, or as required by law, Fees for Services are non-refundable. In addition, Deployment Attributes cannot be decreased during the Order Term.
3.2 Additional Usage. Customer may purchase additional Deployment Attributes (including adding End Users) during an Order Term by executing an additional Order Form. Customer will notify Google promptly upon becoming aware of any usage that exceeds the scope of use described in the Order Form. Google’s measurement tools will be used to determine Customer’s usage of the Services. Each invoice will include sufficient detail so Customer can validate the Services purchased and associated Fees. If Customer exceeds the scope of permitted Services (including the number of End Users, Scope of Use, or Deployment Attributes), then each party agrees to enter into good faith discussions to determine 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.
3.3 Suspension for Overdue Payment. Google may Suspend the Services under General Terms Section 3.4(a) (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.
3.4 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 an External Business Purposes deployment, Customer will provide a complete list of the software and applications where the 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.
4.1 Changes to Services.
(a) 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.
(b) Discontinuance. Notwithstanding Section 4.1(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.
(c) Support. Google will continue to provide product and security updates, and TSS, until the conclusion of the applicable notice period under subsection (b) (Discontinuance).
4.2 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 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 changes to the URL Terms. Material changes to the URL Terms will be effective 30 days after Customer receives notice of such changes.
4.3 Permitted Changes. Sections 4.1 (Changes to Services) and 4.2 (Changes to Terms) do not limit Google's ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to Beta Features or new or pre-general availability Services, offerings, or functionality. Notwithstanding Section 4.2 (Changes to Terms), material changes to the URL Terms made to comply with applicable law or to address a material security risk will be effective upon notice.
5. Temporary Suspension.
5.1 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.
5.2 Limitations on Services Suspensions. If Google Suspends Services under Section 5.1 (Services Suspension), then (a) Google will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension.
6. Technical Support.
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 technical support of its Customer Applications, including support for PBL Users.
7. 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 the Looker Service Specific Terms.
8. Ceasing Software Use.
If the Agreement, this Services Schedule, or the Order Form for the Services terminates or expires, then Customer will stop using the Software.
9. Survival.
The following section of this Services Schedule will survive expiration or termination of this Services Schedule: 3 (Additional Payment Terms) and Section 11 (Additional Definitions).
10. Termination of Previous Agreements.
If Customer has previously entered into an agreement for the Software or Services, then that agreement will terminate on the Services Start Date, and this Agreement, including the Order Form referencing this Services Schedule, will govern the provision and use of the Services going forward.
11. Additional Definitions.
"AUP" means the then-current acceptable use policy for the Services at https://cloud.google.com/terms/aup.
"Beta Features" has the meaning set forth in the Looker Service Specific Terms.
"Covered Affiliate" means a Customer Affiliate that uses the Services under the Agreement.
"Customer Application" means a software program that Customer creates, integrates, or hosts with the Services.
"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 provision of Software installed by Customer on a Customer-managed server or virtual machine. A Customer Hosted Deployment includes the In-Product Services.
"Customer Indemnified Materials" means Customer Data, Customer Brand Features, and Customer Applications.
"Data Processing Addendum" means the then-current terms describing data processing and security obligations with respect to Customer Data, at https://cloud.google.com/terms/data-processing-addendum.
"Data Processing Terms" means the 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, and other licensing attributes defined by the Scope of Use.
"Documentation" or "Looker Documentation" means the user guides and manuals for the Services provided by Google for all Customer’s own internal use.
"End User" or "Customer End User" means an individual that Customer permits to use the Services (or Customer Application(s), if applicable). For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
"External Business Purposes", "PBL", or "Powered by Looker" means the use of the Services or Software embedded in a Customer Application.
“GCP Technical Support Services” or “TSS” means the then-current technical support services provided by Google to Customer under the GCP Technical Support Services Guidelines.
“GCP Technical Support Services Guidelines” or “TSS Guidelines” means the then-current Google Cloud Platform support service guidelines, at https://cloud.google.com/terms/tssg/.
"Google Indemnified Materials" means the Services (including the Software) and Google’s Brand Features.
"In-Product Services" means the services hosted and made accessible by Google via the Services or Software, as specified in the Looker Documentation.
"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.
"Internal Business Purposes" means use of the Services by or for the benefit of Customer’s internal operations.
"Looker Hosted Deployment" means a Google-managed service that is hosted on a cloud-based infrastructure provider. A Looker Hosted Deployment includes the In-Product Services.
"Looker Service Specific Terms" means the then-current terms specific to the Services, at https://cloud.google.com/terms/looker/legal/customers/service-terms.
"Notification Email Address" means the email address(es) designated by Customer in the Admin Console, or if none exists, the applicable Order Form.
"Order Form" means (a) an order form, statement of work, or other ordering document issued by Google under the Agreement and executed by Customer and Google, or (b) an order placed by Customer via a Google website or the Services, in each case specifying the Services Google will provide to Customer.
"Order Term" means the period of time beginning on the Services Start Date or the renewal date (as applicable) and continuing until the expiration or termination of the applicable Order Form.
"PBL Client" means the PBL User or 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 memorialized in a mutually agreed Order Form or amendment to this Services Schedule and GCP Technical Support Services at https://cloud.google.com/skus/ (incorporated into the Agreement by this reference).
"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" 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 is neither a Service nor governed by this Services Schedule.
"SLA" means the then-current service level agreements applicable to the Looker Hosted Deployment only, at https://cloud.google.com/terms/looker/legal/customers/sla.
"Software" means any downloadable tools and jar files provided under this Services Schedule, and any copies, modifications, derivative works or enhancements thereto. Software excludes Third-Party Offerings.
"Third-Party Offerings" means (a) third-party services, software, operating systems, 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.
"URL Terms" means the AUP, Data Processing Addendum, Looker Service Specific Terms, GCP Technical Support Services Guidelines, and the SLA. The URL Terms for Looker Services are all available at g.co/cloud/looker-directory-terms.
12. 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 - India
For purposes of this Services Schedule, the following will apply:
(a) Except as described in (b) below, ‘Google’ will mean ‘Google Asia Pacific Pte Ltd’ or ‘GAP’. The entire obligation to provide the Services will be met by GAP, and as such, Google Cloud India will not have any obligation to provide the Services;
(b) For any right or obligation related to invoicing, Prices, Taxes, or payments, ‘Google’ will mean ‘Google Cloud India’.
Brazil
For the purposes of this Services Schedule, 'Google' means 'Google Cloud Brasil Computação e Serviços de Dados Ltda', except if provided otherwise in the respective Order Form.