Data Processing and Security Terms for Looker Services (Partners)

Last modified: September 20, 2022

These Data Processing and Security Terms for Looker Services (Partners), including their appendices (the "Terms") are incorporated into the agreement under which Google LLC, Google Cloud EMEA Limited, Google Asia Pacific Pte. Ltd., or any other entity that directly or indirectly controls, is controlled by, or is under common control with Google LLC (as applicable, "Google"), has agreed to provide the Looker Services and related technical support to Partner (the "Agreement").

1. Commencement

These Terms will be effective and replace any previously applicable data processing, privacy and security terms from the Terms Effective Date (as defined below).

2. Definitions

2.1 Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:

Additional Security Controls means security resources, features, functionality and/or controls, the use of which is controlled by Partner, including the identity and access management functionality of the Services.
Adequate Country means:

(a) for data processed subject to the EU GDPR: the EEA, or a country or territory recognized as ensuring adequate protection under the EU GDPR;

(b) for data processed subject to the UK GDPR: the UK or a country or territory recognized as ensuring adequate protection under the UK GDPR and the Data Protection Act 2018; and/or

(c) for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that is (i) included in the list of the states whose legislation ensures adequate protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) recognized as ensuring adequate protection by the Swiss Federal Council under the Swiss FDPA;

in each case, other than on the basis of an optional data protection framework.
Alternative Transfer Solution means a solution, other than the SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law, for example a data protection framework recognized as ensuring that participating entities provide adequate protection.
Audited Services means the Services when hosted on their integrated cloud-based infrastructure but excluding such infrastructure from the scope of any relevant certification or report.
Compliance Certifications has the meaning given in Section 7.4 (Compliance Certifications and SOC Reports).
Data Incident means a breach of Google's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Partner Data on systems managed by or otherwise controlled by Google.
EEA means the European Economic Area.
EMEA means Europe, the Middle East and Africa.
EU GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
European Data Protection Law means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
European Law means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Partner Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Partner Personal Data).
GDPR means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
Google's Third Party Auditor means a Google-appointed, qualified and independent third party auditor, whose then-current identity Google will disclose to Partner.
Instructions has the meaning given in Section 5.2.1 (Compliance with Partner’s Instructions).
Non-European Data Protection Law means data protection or privacy laws in force outside the EEA, the UK and Switzerland.
Notification Email Address means the email address(es) designated by Partner in the Order Form or via the Services (as applicable) to receive certain notifications from Google. Partner is responsible for giving Google timely notice of any changes to the email address(es) so designated and for ensuring that its Notification Email Address remains current and valid.
Order Form has the meaning given in the Agreement, unless Partner has purchased via an online marketplace or is using the Services only for trial or evaluation purposes under a trial or evaluation agreement, in which case "Order Form" may mean another written form (email or other electronic means permitted) as authorized by Google.
Partner Data has the meaning given in the Agreement.
Partner End Users has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to "End Users" in the Agreement.
Partner SCCs means the SCCs (Controller-to-Processor), SCCs (Processor-to-Controller), SCCs (Processor to Processor), and/or SCCs (Processor-to-Processor, Google Exporter), as applicable.
SCCs (Controller-to-Processor) means the terms at: https://cloud.google.com/terms/looker/legal/sccs/eu-c2p
SCCs ( Processor-to-Controller) means the terms at: https://cloud.google.com/terms/looker/legal/sccs/eu-p2c
SCCs (Processor-to-Processor) means the terms at: https://cloud.google.com/terms/looker/legal/sccs/eu-p2p
SCCs (Processor-to-Processor, Google Exporter) means the terms at: https://cloud.google.com/terms/looker/legal/sccs/eu-p2p-intra-group
Security Documentation means all documents and information made available by Google under Section 7.5.1 (Reviews of Security Documentation).
Security Measures has the meaning given in Section 7.1.1 (Google's Security Measures).
SOC Reports has the meaning given in Section 7.4 (Compliance Certifications and SOC Reports).
Subprocessor means a third party authorized as another processor under Section 11 (Subprocessors) of these Terms to have logical access to and process Partner Data in order to provide parts of the Services and related technical support.
Subprocessor URL has the meaning given in Section 11.2 (Information about Subprocessors).
Supervisory Authority means, as applicable: (a) a "supervisory authority" as defined in the EU GDPR; and/or (b) the "Commissioner" as defined in the UK GDPR and/or the Swiss FDPA.
Swiss FDPA means the Federal Data Protection Act of 19 June 1992 (Switzerland).
Term means the period from the Terms Effective Date until the end of Google's provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Google may continue providing the Services for transitional purposes.
Terms Effective Date means the date on which Partner accepted, or the parties otherwise agreed to, these Terms.
UK GDPR means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
Unaffiliated Infrastructure Provider, Multi-Cloud Provider, UIP or MCP means, if applicable, a third party (other than a Google Affiliate), that is authorized under these Terms to supply any applicable cloud-based infrastructure included in the Services.

2.2 The terms "personal data", "data subject", "processing", "controller" and "processor" as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.

3. Duration

Regardless of whether the Agreement has terminated or expired, these Terms will remain in effect until, and automatically expire when, Google deletes all Partner Data as described in these Terms.

4. Scope of Data Protection Law

4.1 Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Partner Personal Data if, for example:

a. the processing is carried out in the context of the activities of an establishment of Partner or its Customers in the territory of the EEA or the UK; and/or

b. the Partner Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.

4.2 Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Partner Personal Data.

4.3 Application of Terms. Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Partner Personal Data.

5. Processing of Data

5.1 Roles and Regulatory Compliance; Authorization.

5.1.1 Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Partner Personal Data:

a. the subject matter and details of the processing are described in Appendix 1;

b. Google is a processor of that Partner Personal Data under European Data Protection Law;

c. Partner is a controller or processor, as applicable, of that Partner Personal Data under European Data Protection Law; and

d. each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Partner Personal Data.

5.1.2 Processor Partners. If European Data Protection Law applies to the processing of Partner Personal Data and Partner is a processor:

a. Partner warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Partner’s appointment of Google as another processor, (iii) Google’s engagement of Subprocessors as described in Section 11 (Subprocessors); and (iv) Google’s engagement of Multi-Cloud Providers, if any, as described in Section 12 (Multi-Cloud Provider).

b. Partner will immediately forward to the relevant controller any notice provided by Google under Sections 5.2.2 (Instruction Notifications), 7.2.1 (Incident Notification), 9.2.1 (Responsibility for Requests), 11.4 (Opportunity to Object to Subprocessor Changes), or that refers to any SCCs; and

c. Partner may:

(i) request access for a Partner or the relevant controller to the SOC Reports in accordance with Section 7.5.3(a); and

(ii) make available to a Partner or the relevant controller any other information made available by Google under Sections 10.3 (Supplementary Measures and Information), 10.6 (Data Center Information) 11.2 (Information about Subprocessors).

5.1.3 Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party's processing of Partner Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Partner Personal Data.

5.2 Scope of Processing.

5.2.1 Compliance with Partner’s Instructions. Partner instructs Google to process Partner Personal Data in accordance with the Agreement (including these Terms) and applicable law only: (a) to provide, secure and monitor, the Services and related technical support; (b) as further specified via (i) Partner’s use of the Services (acting on behalf of itself and its Customers), including any admin console or functionality of the Services and any applicable technical support, and (ii) any other written instructions given by Partner (acting on behalf of itself and its Customers) and acknowledged by Google as constituting instructions under these Terms (collectively, the “Instructions”). Google will comply with the Instructions unless prohibited by European Law.

5.2.2 Instruction Notifications. Without prejudice to Google’s obligations under Section 5.2.1 (Compliance with Partner’s Instructions) or any other rights or obligations of either party under the Agreement, Google will immediately notify Partner if, in Google's opinion: (a) European Law prohibits Google from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) Google is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law.

6. Data Deletion

6.1 Deletion by Partner. Google will enable Partner to delete Partner Data during the Term in a manner consistent with the functionality of the Services. If Partner uses the Services to delete any Partner Data during the Term and that Partner Data cannot be recovered by Partner, this use will constitute an Instruction to Google to delete the relevant Partner Data from Google’s systems in accordance with applicable law. Google will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.

6.2 Return or Deletion When Term Ends. If Partner wishes to retain any Partner Data after the end of the Term, it may instruct Google in accordance with Section 9.1 (Access; Rectification; Restricted Processing; Portability) to return that data during the Term. Partner instructs Google to delete all remaining Partner Data (including existing copies) from Google’s systems at the end of the Term in accordance with applicable law. After a recovery period of up to 30 days from that date, Google will comply with this Instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European Law requires storage.

7. Data Security

7.1Google’s Security Measures, Controls and Assistance.

7.1.1 Google’s Security Measures. Google will implement and maintain technical and organizational measures to protect Partner Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the "Security Measures"). The Security Measures include measures to encrypt Partner Data; to help ensure ongoing confidentiality, integrity, availability and resilience of Google's systems and services; to help restore timely access to Partner Data following an incident; and for regular testing of effectiveness. Google may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.

7.1.2 Access and Compliance. Google will: (a) authorize its employees, contractors Subprocessors, and Multi-Cloud Providers to access Partner Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors, Subprocessors and Multi-Cloud Providers to the extent applicable to their scope of performance, and (c) ensure that all persons authorized to process Partner Data are under an obligation of confidentiality.

7.1.3 Additional Security Controls. Google will make Additional Security Controls available to: (a) allow Partner or its Customers to take steps to secure Partner Data; and (b) provide Partner or its Customers with information about securing, accessing and using Partner Data.

7.1.4 Google's Security Assistance. Google will (taking into account the nature of the processing of Partner Personal Data and the information available to Google) assist Partner in ensuring compliance with its (or, where Customer is a processor, the relevant controller's) obligations under Articles 32 to 34 of the GDPR, by:

a. implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Google's Security Measures);

b. making Additional Security Controls available to Partner in accordance with Section 7.1.3 (Additional Security Controls);

c. complying with the terms of Section 7.2 (Data Incidents);

d. providing Partner with the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation) and the information contained in the Agreement (including these Terms);

e. complying with the terms of Section 11 (Subprocessors) and, if applicable, Section 12 (Multi-Cloud Providers); and

f. if subsections (a)-(e) above are insufficient for Partner (or the relevant controller) to comply with such obligations, upon Partner’s request, providing Partner with additional reasonable cooperation and assistance.

7.2 Data Incidents.

7.2.1 Incident Notification. Google will notify Partner promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Partner Data. Partner may instead instruct Looker to provide this notice to Partner’s Customer if the Notification Email Address that Partner provides belongs to the Customer.

7.2.2 Details of Data Incident. Google's notification of a Data Incident will describe the nature of the Data Incident, including the Partner resources impacted; the measures Google has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Google recommends that Partner or its Customers take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Google's initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.

7.2.3 Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.

7.2.4 No Assessment of Partner Data by Google. Google has no obligation to assess Partner Data in order to identify information subject to any specific legal requirements.

7.2.5 No Acknowledgement of Fault by Google. Google's notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Google of any fault or liability with respect to the Data Incident.

7.3 Partner’s Security Responsibilities and Assessment.

7.3.1 Partner’s Security Responsibilities. Without prejudice to Google's obligations under Sections 7.1 (Google's Security Measures, Controls and Assistance) and 7.2 (Data Incidents), and elsewhere in the Agreement, as between Partner and Google, Partner is responsible for its and its Partners’ use of the Services and its storage of any copies of Partner Data outside Google’s, Google’s Subprocessors’ and, if applicable, any Multi-Cloud Provider’s systems and the security of Partner's environment, databases and configuration of the Services. Systems managed and controlled by Google include Subprocessors' and/or any Multi-Cloud Provider’s systems. Partner's responsibilities under this Section 7.3.1 (Partner's Security Responsibilities) include, without limitation:

a. using the Services and Additional Security Controls to ensure a level of security appropriate to the risk to Partner Data;

b. securing the account authentication credentials, systems and devices Partner uses to access the Services; and

c. backing up its Partner Data as appropriate.

7.3.2 Partner’s Security Assessment. Partner agrees that the Services, Security Measures implemented and maintained by Google, Additional Security Controls and Google’s commitments under this Section 7 (Data Security) provide a level of security appropriate to the risk to Partner Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Partner Personal Data as well as the risks to individuals).

7.4 Compliance Certifications and SOC Reports. Google will maintain at least the following for the Audited Services in order to evaluate the continued effectiveness of the Security Measures: (a) certificates for ISO 27001 (the "Compliance Certifications"); and (b) SOC 2 and SOC 3 reports produced by Google's Third Party Auditor and updated annually based on an audit performed at least once every 12 months (the "SOC Reports"). The Compliance Certification(s) and SOC Reports maintained for the Audited Services under this Section 7.4 (Compliance Certifications and SOC Reports) may vary according to the hosting environment in which such Services are used. Google will provide details of the Compliance Certification(s) and SOC Reports available for the Services associated with specific hosting environments on request. Google may also add standards and/or replace any Compliance Certifications or SOC Reports with an equivalent or enhanced alternative at any time.

7.5 Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. Google will make the Compliance Certifications and the SOC Reports available for review by Partner to demonstrate compliance by Google with its obligations under these Terms. Google and Partner may discuss and agree to a mechanism to make available to Partner's Customers the applicable Compliance Certifications and SOC Reports.

7.5.2 Partner’s Audit Rights.

a. If European Data Protection Law applies to the processing of Partner Personal Data, Google will allow Partner or an independent auditor appointed by Partner to conduct audits (including inspections) to verify Google’s compliance with its obligations under these Terms in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). During an audit, Google will make available all information necessary to demonstrate such compliance and contribute to the audit as described in Section 7.4 (Compliance Certifications and SOC Reports) and this Section 7.5 (Reviews and Audits of Compliance).

b. If Partner SCCs apply as described in Section 10.2 (Restricted European Transfers), Google will allow Partner or an independent auditor appointed by Partner to conduct audits as described in the SCCs and, during an audit, make available all information required by the SCCs, both in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).

c. Partner may conduct an audit to verify Google’s compliance with its obligations under these Terms by reviewing the Security Documentation (which reflects the outcome of audits conducted by Google’s Third Party Auditor).

7.5.3 Additional Business Terms for Reviews and Audits.

a. Partner must send any requests for reviews of the SOC 2 Reports under Section 5.1.2(c)(i) or 7.5.1, or audits under Section 7.5.2(a) or 7.5.2(b) to Google’s Cloud Data Protection Team as described in Section 13 (Cloud Data Protection Team; Processing Records).

b. Following receipt by Google of a request under Section 7.5.3(a), Google and Partner will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 Reports under Section 5.1.2(c)(i) or 7.5.1; and (ii) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit under Section 7.5.2(a) or 7.5.2(b).

c. Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). Google will provide Partner with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Partner will be responsible for any fees charged by any auditor appointed by Partner to execute any such audit.

d. Google may object in writing to an auditor appointed by Partner to conduct any audit under Section 7.5.2(a) or 7.5.2(b) if the auditor is, in Google’s reasonable opinion, not suitably qualified or independent, a competitor of Google, or otherwise manifestly unsuitable. Any such objection by Google will require Partner to appoint another auditor or conduct the audit itself.

8. Impact Assessments and Consultations

Google will (taking into account the nature of the processing and the information available to Google) assist Partner in ensuring compliance with its (or, where Partner is a processor, the relevant controller's) obligations under Articles 35 and 36 of the GDPR, by:

a. providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and the Security Documentation in accordance with Section 7.5.1 (Reviews of Security Documentation);

b. providing the information contained in the Agreement including these Terms; and

c. if subsections (a) and (b) above are insufficient for Partner (or the relevant controller) to comply with such obligations, upon Partner’s request, providing Partner with additional reasonable cooperation and assistance.

9. Access; Data Subject Rights; Data Export

9.1 Access; Rectification; Restricted Processing; Portability. During the Term, Google will enable Partner, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Partner Data, including via the deletion functionality provided by Google as described in Section 6.1 (Deletion by Partner), and to export Partner Data. If Partner becomes aware that any Partner Personal Data is inaccurate or outdated, Partner will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.

9.2 Data Subject Requests.

9.2.1 Responsibility for Requests. During the Term, if Google’s Cloud Data Protection Team receives a request from a data subject that relates to Partner Personal Data, and identifies Partner, Google will (a) advise the data subject to submit their request to Partner, (b) promptly notify Partner, and (c) not otherwise respond to that data subject’s request without authorization from Partner. Partner will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

9.2.2 Google’s Data Subject Request Assistance. Google will (taking into account the nature of the processing of Partner Personal Data) assist Partner in fulfilling its (or, where Partner is a processor, the relevant controller’s) obligations under Chapter III of the GDPR to respond to requests for exercising the data subject’s rights by:

a. providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls);

b. complying with Sections 9.1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Responsibility for Requests); and

10. Data Transfers

10.1 Data Storage and Processing Facilities. Subject to the remainder of this Section 10 (Data Transfers), Partner Data may be processed in any country in which Google, its Subprocessors, and its Multi-Cloud Providers maintain facilities.

10.2 Restricted European Transfers. The parties acknowledge that European Data Protection Law does not require SCCs or an Alternative Transfer Solution in order for Partner Personal Data to be processed in or transferred to an Adequate Country. If Partner Personal Data is transferred to any other country and European Data Protection Law applies to the transfers, if its billing address is outside EMEA (“Restricted European Transfers”), then:

a. if Google has adopted an Alternative Transfer Solution for any Restricted European Transfers, then Google will inform Partner of the relevant solution and ensure that such Restricted European Transfers are made in accordance with it; and/or

b. if Google has not adopted, or informs Partner that Google is no longer adopting, an Alternative Transfer Solution for any Restricted European Transfers, then:

(i) if Google's address is in an Adequate Country:

A. the SCCs (Processor-to-Processor, Google Exporter) will apply with respect to such Restricted European Transfers from Google to Subprocessors, and Multi-Cloud Providers; and

B. in addition, if Partner’s billing address is not in an Adequate Country, the SCCs (Processor-to-Controller) will apply (regardless of whether Partner is a controller and/or processor) with respect to such Restricted European Transfers between Google and Partner; or

(ii) if Google's address is not in an Adequate Country:

A. the SCCs (Controller-to-Processor) and/or SCCs (Processor-to-Processor) will apply (according to whether Partner is a controller and/or processor) with respect to such Restricted European Transfers between Partner and Google

10.3 Supplementary Measures and Information. Google will provide Partner with information relevant to Restricted European Transfers, including information about Additional Security Controls and other supplementary measures to protect Partner Personal Data:

a. as described in Section 7.5.1 (Reviews of Security Documentation);

b. in the documentation for the Services, available at https://docs.looker.com/ ; and

c. in the Trust and Security website for the Services, available at https://cloud.google.com/looker/product/security/

10.4 Termination. If Partner concludes, based on its current or intended use of the Services, that the Alternative Transfer Solution and/or SCCs, as applicable, do not provide appropriate safeguards for Partner Personal Data then Partner may immediately terminate the Agreement for convenience by notifying Google.

10.5 Data Center Information. Information about the location of the data center(s) where Google stores Partner Data at rest in connection with the Services is described on the applicable Order Form or as otherwise confirmed by Google.

11. Subprocessors

11.1 Consent to Subprocessor Engagement. Partner specifically authorizes the engagement as Subprocessors of: (a) those entities listed as of the Terms Effective Date at the Subprocessor URL (as defined below) and (b) all other Google Affiliates from time to time. In addition, without prejudice to Section 11.4 (Opportunity to Object to Subprocessor Changes), Partner generally authorizes the engagement as Subprocessors of any other third parties ("New Subprocessors").

11.2 Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at https://cloud.google.com/terms/looker/privacy/google-cma-subprocessors and at: https://cloud.google.com/terms/subprocessors (as both URLs may be updated by Google from time to time in accordance with these Terms (collectively, the "Subprocessor URL").

11.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Google will:

a. assess the Subprocessor's security and privacy practices to verify that the Subprocessor provides a level of security and privacy appropriate to the data it will access and the services it will provide. In addition, when engaging any Subprocessor,

b. ensure via a written contract that:

(i) the Subprocessor only accesses and uses Partner Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms) and

(ii) If the processing of Partner Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR if applicable) are imposed on the Subprocessor; and

(iii) if Partner opts to include Google Cloud-based infrastructure in the Services, as indicated in an Order Form:

A.those Security Measures described in Section 4 (Google Cloud-Based Infrastructure) of Appendix 2 (as may be updated from time to time provided that such updates do not result in a material reduction of the security of the Services) are implemented and maintained; and

B. the Compliance Certifications and SOC Reports described in Section 7.4 (Compliance Certifications and SOC Reports) are maintained for such infrastructure and made available for review by Partner as described in Sections 7.5.1 (Reviews of Security Documentation) and 7.5.3 (Additional Business Terms for Reviews and Audits); and

c. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4 Opportunity to Object to Subprocessor Changes.

a. When any New Subprocessor is engaged during the Term, Google will, at least 30 days before the New Subprocessor starts processing any Partner Data (the "Subprocessor Start Date"), and subject to Section 11.4(b) below:

(i) update the Subprocessor URL to include the name, function and location of the New Subprocessor; and

(ii) notify Partner of the engagement (including the name and location of the relevant subprocessor and the activities it will perform), or provide a mechanism Partner can use to obtain such notices.

b. Partner may, within 90 days after being notified of the engagement of a New Subprocessor, object by immediately terminating the Agreement for convenience by notifying Google.

12. Multi-Cloud Provider

12.1 Use of Multi-Cloud Provider. Partner is not required to use a Multi-Cloud Provider in order to use the Services or host them on their integrated cloud-based infrastructure. If Partner (acting on behalf of itself and its Customers) chooses to use a Multi-Cloud Provider, as reflected in an Order Form (the “MCP Order Form”), Partner:

a. specifically authorizes the engagement of that Multi-Cloud Provider and of any processors engaged by the Multi-Cloud Provider as of the effective date of the MCP Order Form; and

b. without prejudice to Section 12.4 (Opportunity to Object to MCP Subprocessor Changes), generally authorizes the engagement by the Multi-Cloud Provider of any other processors ("New MCP Subprocessors").

12.2 Information about Multi-Cloud Provider. Information about any Multi-Cloud Provider selected by Partner will be included in the MCP Order Form, and additional information such as the Multi-Cloud Provider’s function, processing location, and processors (as of the effective date of the MCP Order Form), will be included in the MCP Order Form and/or related written or electronic documentation (i.e. email). It is the obligation of Partner to share details of the Multi-Cloud Provider with its Customers, and Partner may instruct Google to provide this information to Partner's Customers provided that Partner has provided Google with contact details for the Customer.

12.3 Requirements for MCP Engagement. When engaging any Multi-Cloud Provider Customer has chosen to use, Google will:

a. ensure via a written contract that:

(i) the Multi-Cloud Provider only accesses and uses Partner Data as required to perform the obligations subcontracted to it; and

(ii) if the GDPR applies to the processing of Partner Personal Data, data protection obligations equivalent to those referred to in Article 28(3) of the GDPR are imposed on the Multi-Cloud Provider, including with respect to data transfers; and

b. remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Multi-Cloud Provider.

12.4 Opportunity to Object to MCP Subprocessor Changes. The MCP Order Form will identify a mechanism Partner can use to obtain information about the intended engagement of any New MCP Subprocessors. Partner may object to any New MCP Subprocessor within 60 days of its start date by terminating the Agreement immediately upon written notice to Google. This termination right is Partner's sole and exclusive remedy if Partner objects to a New MCP Subprocessor.

13. Cloud Data Protection Team; Processing Records

13.1 Google's Cloud Data Protection Team. Google's Cloud Data Protection Team will provide prompt and reasonable assistance with any Partner queries related to processing of Partner Data under the Agreement and can be contacted at https://support.google.com/cloud/contact/dpo (and/or via such other means as Google may provide from time to time).

13.2 Google's Processing Records. Google will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Google to collect and maintain records of certain information relating to Partner, Partner will, where requested, supply such information to Google and keep it accurate and up-to-date. Google may make any such information available to the Supervisory Authorities if required by the GDPR.

13.3 Controller Requests. During the Term, if Google's Cloud Data Protection Team receives a request or instruction from a third party purporting to be a controller of Partner Personal Data, Google will advise the third party to contact Partner.

14. Interpretation

14.1 Precedence. To the extent of any conflict or inconsistency between:

a. these Terms and the remainder of the Agreement, these Terms will prevail; and

b. any Partner SCCs (which are incorporated by reference into these Terms) and the remainder of the Agreement (including these Terms), the Partner SCCs will prevail.

14.2 Legacy UK SCCs. The supplementary terms for UK GDPR transfers in the SCCs will, as of 21 September 2022, supersede and terminate any standard contractual clauses approved under the UK GDPR or Data Protection Act 2018 and previously entered into by Partner and Google LLC.

14.3 No Modification of SCCs. Nothing in the Agreement (including these Terms) is intended to modify or contradict any SCCs or prejudice the fundamental rights or freedoms of data subjects under European Data Protection Law.

14.4 Customers. For the avoidance of doubt, Customers are not third party beneficiaries of these Terms.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Google's provision of the Services and related technical support to Partner (acting on behalf of itself and its Customers).

Duration of the Processing

The Term plus the period from the expiry of the Term until deletion of all Partner Data by Google in accordance with the Terms.

Nature and Purpose of the Processing

Google will process Partner Personal Data for the purposes of providing the Services and related technical support to Partner (acting on behalf of itself and its Customers) in accordance with the Terms.

Categories of Data

Data relating to individuals provided to Google via the Services, by (or at the direction of) Partner or its Customers.

Data Subjects

Data subjects include the individuals about whom data is provided to Google via the Services by (or at the direction of) Partner or its Customers.

Appendix 2: Security Measures

As from the Terms Effective Date, Google will implement and maintain the Security Measures described in this Appendix 2.

1. Application Security for Partner Hosted Environment

If Partner opts neither to include Google Cloud-based infrastructure in the Services nor to use a Multi-Cloud Provider, the Services will run on the infrastructure provided by the Partner or its Customer. In this case, without prejudice to Partner's obligations under Section 7.3 (Partner's Security Responsibilities and Assessment), Google will implement the following measures as to all Software provided as part of the Services:

Code Quality. Google will maintain controls designed to ensure code security for the Services. Google employs an SDLC code review process, automated testing, and regular penetration testing designed to establish, test, and update the security of the code used to provide the Services.

Access. The Services support SAML-based single sign-on (SSO) and two-factor authentication (2FA) for users. The Services support authentication of users and a flexible governance model to allow administrators to associate users with Services groups, roles, and permissions.

Data security architecture. Google follows at least industry standard practices for security architecture.

Access by personnel. Access to the Services by Google personnel is uniquely identified, logged, and monitored. Access to the Services by Google personnel to provide technical support requested by Partner or Partner End Users is controlled by Partner's administrators.

Vulnerability and threat scanning. Google regularly scans Software code provided to Partner for known security vulnerabilities. Known and newly discovered vulnerabilities are reviewed and mitigated based on criticality. Google will notify and make software updates for the Services available to the Partner through Google's release management and customer notification processes.

Encryption Technologies. The Software use the following forms of encryption: (a) AES-256 bit encryption for database connection configurations and cached query data; (b) dedicated password-based key derivation function (bcrypt) with hashing and salting for passwords; and (c) TLS 1.2 for data in transit from the user's browser to the Services. The Software supports database connection configurations via encrypted TLS 1.2 or SSH.

2. Application Security for Looker Hosted Environment

If Partner opts either to include Google Cloud-based infrastructure in the Services or to use a Multi-Cloud Provider, the Services will run on the infrastructure chosen by Partner. In this case, without prejudice to Partner's obligations under Section 7.3 (Partner's Security Responsibilities and Assessment) and in addition to Google's obligations relating to Subprocessors as described in Section 11 (Subprocessors) or 12 (Multi-Cloud Provider), as applicable, Google will implement and maintain the Security Measures described below:

Product Security.

Code Quality. Google employs an SDLC code review process, automated testing, and regular penetration testing designed to maintain the security of the code used to provide the Services.

Access. The Services support SAML-based single sign-on (SSO) and two-factor authentication (2FA) for users. The Services support authentication of users and a flexible governance model to allow administrators to associate users with Services groups, roles, and permissions.

Cloud Security.

Logical separation of data. The Services store configuration information, event data, and cached query results in each Instance. The Services are architected to logically separate this information in order to isolate each Instance.

Data security architecture. Google follows at least industry standard practices for security architecture. Proxy servers help secure access to the Services by providing a single point to filter attacks through IP denylisting and connection rate limiting.

Redundancy. Google employs a Cloud-based distributed backup framework for each Instance.

Access. Access to the Services or back-end infrastructure by Google personnel requires multiple levels of authentication and all access is uniquely identified, logged, and monitored. Access to the Services by Google personnel to provide technical support requested by Partner and its Customer is controlled by Partner’s or its Customer's administrators.

Vulnerability and Threat Scanning. Google regularly scans the Services including back-end infrastructure for known security vulnerabilities. Logs and network activity are reviewed for threats and potential risks, anomalous activity, and alerts. Known vulnerabilities are reviewed and mitigated based on criticality.

Encryption Technologies. Google uses the following forms of encryption: (a) AES-256 bit encryption for database connection configurations and cached query data; (b) dedicated password-based key derivation function (bcrypt) with hashing and salting for native usernames and passwords; and (c) TLS 1.2 for data in transit from the user's browser to the Services. The Services support database connection configurations via encrypted TLS 1.2 or SSH.

3. Subprocessor Security

Regardless of whether Partner opts to include Google Cloud-based infrastructure in the Services or to use a Multi-Cloud Provider, Google conducts an audit of the security and privacy practices of all Subprocessors before they are onboarded to ensure they provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Google has assessed the risks presented by the Subprocessor, then subject to the requirements described in Section 11.3 (Requirements for Subprocessor Engagement) of these Terms, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

4. Google Cloud-Based Infrastructure

If Partner or its Customer chooses to include Google Cloud-based infrastructure in the Services , Google will implement and maintain the additional Security Measures described below.

(a) Data Center and Network Security

(i) Data Centers.

Infrastructure. Google maintains geographically distributed data centers. Google stores all production data in physically secure data centers.

Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.

Power. The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.

Server Operating Systems. Google servers use a Linux based implementation customized for the application environment. Data is stored using proprietary algorithms to augment data security and redundancy. Google employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.

Business Continuity. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(ii) Networks and Transmission.

Data Transmission. Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.

External Attack Surface. Google employs multiple layers of network devices and intrusion detection to protect its external attack surface. Google considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.

Intrusion Detection. Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Google’s intrusion detection involves:

(a) tightly controlling the size and make-up of Google's attack surface through preventative measures;

(b) employing intelligent detection controls at data entry points; and

Incident Response. Google monitors a variety of communication channels for security incidents, and Google's security personnel will react promptly to known incidents.

Encryption Technologies. Google makes HTTPS encryption (also referred to as SSL or TLS connection) available. Google servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.

(b) Access and Site Controls

(i) Site Controls.

On-site Data Center Security Operation. Google's data centers maintain an on-site security operation responsible for all physical data center security functions 24 hours a day, 7 days a week. The on-site security operation personnel monitor closed circuit TV (CCTV) cameras and all alarm systems. On-site security operation personnel perform internal and external patrols of the data center regularly.

Data Center Access Procedures. Google maintains formal access procedures for allowing physical access to the data centers. The data centers are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data center are required to identify themselves as well as show proof of identity to on-site security operations. Only authorized employees, contractors and visitors are allowed entry to the data centers. Only authorized employees and contractors are permitted to request electronic card key access to these facilities. Data center electronic card key access requests must be made through e-mail, and require the approval of the requestor's manager and the data center director. All other entrants requiring temporary data center access must: (i) obtain approval in advance from the data center managers for the specific data center and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data center access record identifying the individual as approved.

On-site Data Center Security Devices. Google's data centers employ a dual authentication access control system that is linked to a system alarm. The access control system monitors and records each individual's electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorized activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorized access throughout the business operations and data centers is restricted based on zones and the individual's job responsibilities. The fire doors at the data centers are alarmed. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centers connect the CCTV equipment. Cameras record on site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for up to 30 days based on activity.

(ii) Access Control.

Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google's infrastructure security personnel are responsible for the ongoing monitoring of Google's security infrastructure, the review of the Services, and responding to security incidents.

Access Control and Privilege Management. Partner’s administrators and Partner End Users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Services.

Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to systems used to process Partner Data. Google designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that Partner Data cannot be read, copied, altered or removed without authorization during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel.Google's authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel's job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google's internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength. For access to extremely sensitive information (e.g., credit card data), Google uses hardware tokens.

(c) Data

(i) Data Storage, Isolation and Logging. Google stores data in a multi-tenant environment on Google-owned servers. Subject to any Instructions to the contrary (e.g. in the form of a cloud infrastructure location selection), Google replicates Partner Data between multiple geographically dispersed data centers. Google also logically isolates the Partner Data. Partner will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Partner to determine the product sharing settings applicable to Partner End Users for specific purposes. Partner may choose to use logging functionality that Google makes available via the Services.

(ii) Decommissioned Disks and Disk Erase Policy. Disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned ("Decommissioned Disk"). Every Decommissioned Disk is subject to a series of data destruction processes (the "Disk Erase Policy") before leaving Google's premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk's serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Disk Erase Policy.

(d) Personnel Security

Google personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google's confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Partner Data are required to complete additional requirements appropriate to their role (e.g. certifications). Google's personnel will not process Partner Data without authorization.

5. Multi-Cloud Provider

Partners who choose (on their own behalf or that of their Customers) to use a Multi-Cloud Provider should refer to the Order Form for details of the technical and organizational measures implemented and maintained by the Multi-Cloud Provider.