Data Processing and Security Terms for Looker Services (Partners)

Last modified: October 2, 2020

The partner agreeing to these terms ("Partner") and Looker Data Sciences Inc. ("Looker") have entered into an agreement under which Looker has agreed to provide the Services and, if applicable, related technical support to Partner (as amended from time to time, the "Agreement").

1. Commencement

These Data Processing and Security Terms for Looker Services, including their appendices (the "Terms"), will be effective and replace any previously applicable data processing and security terms as from the Terms Effective Date (as defined below). These Terms supplement the Agreement.

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 or its Customers, including the identity and access management functionality of the Services.
Affiliated Infrastructure Provider means, if applicable, a Looker Affiliate that is authorized under these Terms to supply any applicable cloud-based infrastructure included in the Services.
Agreed Liability Cap means the maximum monetary or payment-based amount at which a party's liability is capped under the Agreement.
Alternative Transfer Solution means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
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.
Customer has the meaning given in the Agreement.
Data Incident means a breach of Looker'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 Looker.
EEA means the European Economic Area.
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 Federal Data Protection Act of 19 June 1992 (Switzerland).
European or National Law means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Partner Personal Data); and/or (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.
Infrastructure Provider means an Affiliated Infrastructure Provider or an Unaffiliated Infrastructure Provider, as applicable.
Looker's Third Party Auditor means a Looker-appointed, qualified and independent third party auditor, whose then-current identity Looker will disclose to Partner.
Model Contract Clauses or MCCs mean standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR and set out at https://looker.com/trust-center/legal/customers/mcc, as may be modified by the European Commission.
Non-European Data Protection Law means data protection or privacy laws in force outside the European Economic Area, Switzerland and the UK.
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 Looker. Partner is responsible for giving Looker 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 authorised by Looker.
Partner Data has the meaning given in the Agreement.
Partner Personal Data means the personal data contained within the Partner Data.
Security Documentation means any and all documents and information made available by Looker under Section 7.5.1 (Reviews of Security Documentation).
Security Measures has the meaning given in Section 7.1.1 (Looker's Security Measures).
Subprocessor means a third party authorized as another processor under Section 11 (Looker Subprocessors) to have logical access to and process Partner Data in order to provide parts of the Services and any applicable 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.
Term means the period from the Terms Effective Date until the end of Looker'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 Looker 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, if in force.
Unaffiliated Infrastructure Provider or UIP means, if applicable, a third party, other than a Looker 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

These Terms will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Partner Data by Looker 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:

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
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 behaviour 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:

the subject matter and details of the processing are described in Appendix 1;
Looker is a processor of that Partner Personal Data under European Data Protection Law;
Partner is a controller or processor, as applicable, of that Partner Personal Data under European Data Protection Law; and
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 Authorization by Third Party Controller. If European Data Protection Law applies to the processing of Partner Personal Data and Partner is a processor, Partner warrants that its instructions and actions with respect to that Partner Personal Data, including its appointment of Looker as another processor, have been authorized by the relevant controller.

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 Partner's Instructions. Partner instructs Looker to process Partner Personal Data in accordance with applicable law only: (a) to provide the Services and any applicable technical support; (b) as further specified via Partner's use of the Services (acting on behalf of itself and its Customers) and any applicable technical support; (c) as documented in the form of the Agreement, including these Terms; and (d) as further documented in any other written instructions given by Partner (acting on behalf of itself and its Customers) and acknowledged by Looker as constituting instructions for purposes of these Terms.

5.2.2 Looker's Compliance with Instructions. Looker will comply with the instructions described in Section 5.2.1 (Partner's Instructions) (including with regard to data transfers) unless European or National Law to which Looker is subject requires other processing of Partner Personal Data by Looker, in which case Looker will notify Partner (unless that law prohibits Looker from doing so on important grounds of public interest) before such other processing.

6. Data Deletion

6.1 Deletion by Partner. Looker will enable Partner to delete certain 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 Looker to delete the relevant Partner Data from Looker's systems in accordance with applicable law. Looker will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage.

6.2 Deletion on Termination. On expiry of the Term, Partner instructs Looker to delete all Partner Data (including existing copies) from Looker's systems in accordance with applicable law. Looker will, after a recovery period of up to 30 days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless European or National Law requires storage. Without prejudice to Section 9.1 (Access; Rectification; Restricted Processing; Portability), Partner is responsible for exporting, before the Term expires, any Partner Data it wishes to retain.

7. Data Security

7.1 Looker's Security Measures, Controls and Assistance.

7.1.1 Looker's Security Measures. Looker 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 may include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of Looker's systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. Looker may update the Security Measures from time to time provided that such updates do not result in the degradation of the overall security of the Services.

7.1.2 Security Compliance by Looker Staff. Looker will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Partner Personal Data are under an obligation of confidentiality.

7.1.3 Additional Security Controls. Looker 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 Looker's Security Assistance. Looker will (taking into account the nature of the processing of Partner Personal Data and the information available to Looker) assist Partner in ensuring compliance with its obligations pursuant to Articles 32 to 34 of the GDPR, by:

implementing and maintaining the Security Measures in accordance with Section 7.1.1 (Looker's Security Measures);
making Additional Security Controls available to Partner in accordance with Section 7.1.3 (Additional Security Controls);
complying with the terms of Section 7.2 (Data Incidents);
providing Partner with (i) any Security Documentation maintained under Section 7.4 (Compliance Certification and SOC Report) in accordance with Section 7.5.1 (Reviews of Security Documentation) and (ii) the information contained in the Agreement including these Terms; and
complying with the terms of Section 11 (Looker Subprocessors) and, if applicable, Section 12 (Unaffiliated Infrastructure Providers).

7.2 Data Incidents.

7.2.1 Incident Notification. Looker 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. Looker's notification of a Data Incident will describe, to the extent possible, the nature of the Data Incident, the measures taken to mitigate the potential risks and the measures Looker recommends Partner or its Customers take to address the Data Incident.

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 Looker. Looker has no obligation to assess Partner Data in order to identify information subject to any specific legal requirements.

7.2.5 Notification of Customers. Partner will notify each Customer affected by a Data Incident without undue delay after becoming aware of the Data Incident.

7.2.6 No Acknowledgement of Fault by Looker. Looker's notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Looker 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 Looker's obligations under Sections 7.1 (Looker'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 Customers' use of the Services; its use and storage of Partner Data outside of systems managed or otherwise controlled by Looker including Subprocessors' and/or any Unaffiliated Infrastructure Provider's systems; and the security of Partner's environment, databases and configuration of the Services. Partner's responsibilities under this Section 7.3.1 (Partner's Security Responsibilities) include, without limitation:

using the Services and Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Partner Data;
administering, managing access to and securing the account authentication credentials, systems, software, networks and devices that Partner or its Customers use to access, or authorizes to be accessed by, the Services; and
backing up its Partner Data as appropriate.

7.3.2 Partner's Security Assessment. Partner agrees, based on its current and intended use of the Services, that the Services, Security Measures, Additional Security Controls and Looker's commitments under this Section 7 (Data Security), Section 11 (Looker Subprocessors) and, if applicable, Section 12 (Unaffiliated Infrastructure Providers): (a) meet Partner's needs, including with respect to any security obligations of Partner under European Data Protection Law and/or Non-European Data Protection Law, as applicable, and (b) provide a level of security appropriate to the risk in respect of the Partner Data.

7.4 Compliance Certification and SOC Report. Looker will ensure that one or more of the following is/are maintained for the Audited Services in order to evaluate the continued effectiveness of the Security Measures: (a) certificate(s) for ISO 27001 DSS Attestation of Compliance (collectively, the "Compliance Certification(s)"); and/or (b) a SOC 2 report produced by Looker's Third Party Auditor and updated annually based on an audit performed at least once every 12 months (the "SOC Report"). The Compliance Certification(s) and/or SOC Report maintained for the Audited Services under this Section 7.4 (Compliance Certification and SOC Report) may vary according to the hosting environment in which such Services are used; Looker will provide details of the Compliance Certification(s) and SOC Report available for specific hosting environments on request. Looker may also add standards and/or replace any Compliance Certification or SOC Report with an equivalent or enhanced alternative at any time.

7.5 Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. Looker will make any Compliance Certification(s) and/or SOC Report maintained under Section 7.4 (Compliance Certification and SOC Report) available for review by Partner to demonstrate compliance by Looker with its obligations under these Terms. Looker and Partner may discuss and agree to a mechanism to make available to Partner's Customers the applicable Compliance Certification(s) and/or SOC Report.

7.5.2 Partner's Audit Rights.

If European Data Protection Law applies to the processing of Partner Personal Data, Looker will allow Partner or an independent auditor appointed by Partner to conduct audits (including inspections) to verify Looker's compliance with its obligations under these Terms in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits). Looker will contribute to such audits as described in Section 7.4 (Compliance Certification and SOC Report) and this Section 7.5 (Reviews and Audits of Compliance).
If Looker and Partner have entered into the Model Contract Clauses under Section 10.2 (Transfers of Data), Looker will allow Partner or an independent auditor appointed by Partner to conduct audits as described in the Model Contract Clauses in accordance with Section 7.5.3 (Additional Business Terms for Reviews and Audits).
Partner may conduct an audit to verify Looker's compliance with its obligations under these Terms by reviewing any available Security Documentation (which will reflect the outcome of audits conducted by Looker's Third Party Auditor or another third party auditor).

7.5.3 Additional Business Terms for Reviews and Audits.

Partner must send any requests for SOC Report reviews under Section 7.5.1 or audits under Section 7.5.2(a) or 7.5.2(b) to Looker's Data Protection Team as described in Section 13 (Data Protection Team; Processing Records).
Following receipt by Looker of a request under Section 7.5.3(a), Looker and Partner will discuss and agree in advance on: (i) the reasonable date(s) of and security and confidentiality controls applicable to any SOC Report review under Section 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).
Looker may charge a fee (based on Looker's reasonable costs) for any audit under Section 7.5.2(a) or 7.5.2(b). Looker 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.
Looker 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 Looker's reasonable opinion, not suitably qualified or independent, a competitor of Looker, or otherwise manifestly unsuitable. Any such objection by Looker will require Partner to appoint another auditor or conduct the audit itself.

7.5.4 No Modification of MCCs. Nothing in this Section 7.5 (Reviews and Audits of Compliance) varies or modifies any rights or obligations of Partner or Looker under any Model Contract Clauses entered into as described in Section 10.2 (Transfers of Data).

8. Impact Assessments and Consultations

Looker will (taking into account the nature of the processing and the information available to Looker) assist Partner in ensuring compliance with its obligations pursuant to Articles 35 and 36 of the GDPR, by:

providing Additional Security Controls in accordance with Section 7.1.3 (Additional Security Controls) and any Security Documentation made available under Section 7.5.1 (Reviews of Security Documentation); and
providing the information contained in the Agreement including these Terms.

9. Access etc.; Data Subject Rights; Data Export

9.1 Access; Rectification; Restricted Processing; Portability. During the Term, Looker will enable Partner, in a manner consistent with the functionality of the Services, to (a) access, rectify and restrict processing of Partner Data, including via the deletion functionality provided by Looker as described in Section 6.1 (Deletion by Partner), and (b) export Partner Data.

9.2 Data Subject Requests.

9.2.1 Partner's Responsibility for Requests. During the Term, if Looker's Data Protection Team receives a request from a data subject in relation to Partner Personal Data,Partner acknowledges that Looker may interact with the data subject. If the request identifies Partner, Partner instructs that Looker will advise the data subject to submit their request to the Partner, or if the data subject identifies the Partner's Customer, then Looker will advise the data subject to submit their request to the Customer. Partner and/or its Customers, as applicable, will then be responsible for responding to any such request including, where necessary, by using the functionality of the Services.

9.2.2 Looker's Data Subject Request Assistance. Looker will (taking into account the nature of the processing of Partner Personal Data) assist Partner in fulfilling its obligations under Chapter III of the GDPR to respond to requests for exercising the data subject's rights by:

providing the Services including the query and reporting functionality of the Services in accordance with the Agreement; and
complying with Sections 9.1 (Access; Rectification; Restricted Processing; Portability) and 9.2.1 (Partner's Responsibility for Requests).

10. Data Transfers

10.1 Data Storage and Processing Facilities. Looker may store and process Partner Data anywhere Looker, its Subprocessors or any Unaffiliated Infrastructure Provider maintains facilities, subject to Section 10.2 (Transfers of Data) with respect to the Model Contract Clauses or Alternative Transfer Solution.

10.2 Transfers of Data. Subject to Section 12.3 (Requirements for UIP Engagement), if the storage and/or processing of Partner Personal Data involves transfers of Partner Personal Data from the EEA, Switzerland or the UK to any third country that does not ensure an adequate level of protection under European Data Protection Law, and European Data Protection Law applies to the transfers of such data, then:

if Partner (as data exporter) enters into the Model Contract Clauses with Looker (as data importer) in offline form, the transfers will be subject to the Model Contract Clauses; or
if Partner does not enter into the Model Contract Clauses with Looker as described in Section 10.2(a), then:
1. if an Alternative Transfer Solution is made available by Looker:
  - Partner will be deemed to be using it and will take any action (which may include execution of documents) strictly required to give it full effect; and
  - Looker will ensure that the transfers are made in accordance with such Alternative Transfer Solution; or
2. if an Alternative Transfer Solution is not made available by Looker:
  - Partner (as data exporter) will be deemed to have entered into the Model Contract Clauses with Looker (as data importer); and
  - the transfers will be subject to the Model Contract Clauses.

10.3 Disclosure of Confidential Information Containing Personal Data. If Looker and Partner have entered into the Model Contract Clauses under Section 10.2 (Transfers of Data), Looker will, notwithstanding any term to the contrary in the Agreement, ensure that any disclosure of Partner's Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

11. Looker 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; and (b) all other Looker Affiliates from time to time. Such authorized Subprocessors will include any Affiliated Infrastructure Provider Partner or its Customers may choose to use, as indicated in an Order Form. In addition, without prejudice to Section 11.4 (Opportunity to Object to Looker Subprocessor Changes), Partner generally authorizes the engagement as Subprocessors of any other third parties ("New Looker Subprocessors").

11.2 Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at https://looker.com/trust-center/privacy/google-cma-subprocessors and, if Partner or its Customer chooses to use an Affiliated Infrastructure Provider, at https://cloud.google.com/terms/subprocessors, as both URLs may be updated from time to time in accordance with these Terms (collectively, the "Subprocessor URL").

11.3 Requirements for Subprocessor Engagement. Before engaging any Subprocessor, Looker will ensure that the Subprocessor's security and privacy practices are assessed 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, Looker will:

ensure via a written contract that:
1. the Subprocessor only accesses and uses Partner Data as required to perform the obligations subcontracted to it and in accordance with the Agreement (including these Terms) and the Model Contract Clauses or Alternative Transfer Solution, as applicable under Section 10.2 (Data Transfers);
2. 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 Subprocessor;
3. if the Subprocessor is an Affiliated Infrastructure Provider:
  - the Subprocessor implements and maintains those Security Measures described in Section 4 (Affiliated Infrastructure Provider) of Appendix 2, as may be updated from time to time provided that such updates do not result in the degradation of the overall security of the Services; and
  - the Subprocessor maintains one or more of the Compliance Certification(s) and/or SOC Report described in Section 7.4 (Compliance Certification and SOC Report) for its cloud-based infrastructure included in the Services and will make any such Compliance Certification(s) and/or SOC Report 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
remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4 Opportunity to Object to Looker Subprocessor Changes.

When any New Looker Subprocessor is engaged during the Term, Looker will, at least 30 days before the date the New Looker Subprocessor is due to start processing any Partner Data (the "Subprocessor Start Date"), and subject to Section 11.4(b) below:
1. update the Subprocessor URL to include the name, function and location of the New Looker Subprocessor; and
2. notify Partner of the engagement of the New Looker Subprocessor (including its name, function and location) or provide a mechanism Partner can use to obtain such notices; and
Partner may, within 60 days of the Subprocessor Start Date, object to the New Looker Subprocessor by terminating the Agreement immediately upon written notice to Looker. This termination right is Partner's sole and exclusive remedy if Partner objects to any New Looker Subprocessor.

12. Unaffiliated Infrastructure Providers

12.1 Use of Unaffiliated Infrastructure Provider. Partner is not required to use an Unaffiliated Infrastructure 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 an Unaffiliated Infrastructure Provider, as indicated in an Order Form (the "UIP Order Form"), Partner:

specifically authorizes the engagement of that Unaffiliated Infrastructure Provider and of any processors engaged by the Unaffiliated Infrastructure Provider as of the effective date of the UIP Order Form; and
without prejudice to Section 12.4 (Opportunity to Object to UIP Subprocessor Changes), generally authorizes the engagement by the Unaffiliated Infrastructure Provider of any other processors ("New UIP Subprocessors").

12.2 Information about Unaffiliated Infrastructure Provider. Information about any Unaffiliated Infrastructure Provider Partner has chosen to use, including its identity, function and location, will be included in the UIP Order Form, together with information about any processors engaged by the Unaffiliated Infrastructure Provider as of the effective date of the UIP Order Form. It is the obligation of Partner to share details of the Unaffiliated Infrastructure Provider with its Customers, and Partner may instruct Looker to provide this information to Partner's Customers provided that Partner has provided Looker with contact details for the Customer.

12.3 Requirements for UIP Engagement. When engaging any Unaffiliated Infrastructure Provider Partner has chosen to use, Looker will:

ensure via a written contract that:
1. the Unaffiliated Infrastructure Provider only accesses and uses Partner Data as required to perform the obligations subcontracted to it; and
2. 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 Unaffiliated Infrastructure Provider, including with respect to data transfers; and
remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Unaffiliated Infrastructure Provider.

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

13. Data Protection Team; Processing Records

13.1 Looker's Data Protection Team. Looker's Data Protection Team can be contacted at looker-data-protection@google.com (and/or via such other means as Looker may provide from time to time).

13.2 Looker's Processing Records. To the extent the GDPR requires Looker to collect and maintain records of certain information relating to Partner, Partner will, where requested, supply such information to Looker and give Looker timely notice of any changes to such information to ensure that Looker's records remain accurate and up-to-date. Looker may make any such information available to the Supervisory Authorities if required by the GDPR.

14. Liability

14.1 Liability Cap. If the Model Contract Clauses have been entered into under Section 10.2 (Transfers of Data) then, subject to Section 14.2 (Liability Cap Exclusions), the total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement and such Model Contract Clauses combined will be limited to the Agreed Liability Cap for the relevant party.

14.2 Liability Cap Exclusions. Nothing in Section 14.1 (Liability Cap) will affect the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability).

15. Effect of These Terms

Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between these Terms and the remaining terms of the Agreement, these Terms will govern.

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Looker's provision of the Services and any applicable 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 Looker in accordance with the Terms.

Nature and Purpose of the Processing

Looker will process Partner Personal Data for the purposes of providing the Services and any applicable 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 Looker via the Services, by (or at the direction of) Partner or by its Customers.

Data Subjects

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

Appendix 2: Additional Technical and Organizational Measures

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

1. Looker Application Security for Partner Hosted Environment

If Partner opts not to use an Infrastructure Provider, the Services will run on 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), Looker will only:

maintain controls designed to ensure code security for the Services; and
notify and make software updates for the Services available to Partner through Looker's release management and partner notification processes.

2. Looker Application Security for Looker Hosted Environment

If Partner or its Customer opts to use an Infrastructure Provider, the Services will run on infrastructure provided by the Infrastructure Provider chosen by Partner or its Customer. In this case, without prejudice to Partner's obligations under Section 7.3 (Partner's Security Responsibilities and Assessment) and in addition to Looker's obligations relating to Infrastructure Providers as described in Section 11 (Looker Subprocessors) or 12 (Unaffiliated Infrastructure Providers), as applicable, Looker will implement and maintain the Security Measures described below:

Product Security.

Code Quality. Looker 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. Looker 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. Looker employs a Cloud-based distributed backup framework for each Instance.

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

Vulnerability and threat scanning. Looker 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. Looker 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 use an Infrastructure Provider, Looker 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 Looker 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. Affiliated Infrastructure Provider

If Partner or its Customer chooses to use an Affiliated Infrastructure Provider (hereinafter, "Google"), Looker will ensure that, as from the Terms Effective Date, Google will implement and maintain the additional Security Measures described in this Appendix 2.

(a) Data Center and Network Security

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.

Businesses 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:

tightly controlling the size and make-up of Google's attack surface through preventative measures;
employing intelligent detection controls at data entry points; and
employing technologies that automatically remedy certain dangerous situations.

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 an electronic card key and biometric 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 must authenticate themselves via a central authentication system or via a single sign on system in order to administer 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 personal data. Google designs its systems to (i) only allow authorized persons to access data they are authorized to access; and (ii) ensure that personal 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. Google replicates Partner Data between multiple geographically dispersed data centers. Google also logically isolates the Partner's data. Partner or its Customers will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Partner or its Customers to determine the product sharing settings applicable to Partner's Customer for specific purposes. Partner or its Customers may choose to make use of 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 backgrounds 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. Unaffiliated Infrastructure Provider

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