Looker Marketplace Submission Agreement

This Looker Marketplace Submission Agreement (“Agreement”) is effective as of the Effective Date and is entered into by Google and Vendor. This Agreement is effective upon your accepting this Agreement (the "Effective Date"). If you are entering into this Agreement on behalf of Vendor, you represent and warrant that you have read and understand the terms of this Agreement and have full legal authority to bind Vendor to this Agreement.

1. Definitions

1.1. “Affiliate” means a person or entity that directly or indirectly controls, is controlled by a party or that is under common control with a party. For purposes of this provision, “control” means ownership of more than 50% of the outstanding voting rights or equity interests of the entity.

1.2. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

1.3. “Customer(s)” means any person or entity who acquires or deploys Products from the Marketplace.

1.4. “Customer Marketplace Data” means information relating to a Customer that Google provides to Vendor.

1.5. “Google” means Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043.

1.6. “including” means including but not limited to.

1.7. “Looker Software” means the Looker software or services provided by Google subject to a separate terms of service with Google.

1.8. “Marketplace” means the “Looker Marketplace” accessible to Customers with an active subscription to the Looker Software, and expressly excludes any other marketplace or store operated by Google or a Google Affiliate. 

1.9. “Notification Email Address” has the definition set forth in Section 14.1. 

1.10. “Open Source Material(s)” means any materials that are available under an open source license, including those licenses identified by the Open Source Initiative at https://opensource.org/licenses/alphabetical, that are included or used in any of the Products.

1.11. “Product(s)” means the bring-your-own-license software or service (and any related Brand Features) (i) identified by Vendor and approved by Google for listing in the Marketplace, (ii) offered to Customer via the Marketplace, and (iii) provisioned or purchased from Vendor separately outside the Marketplace via a license key. 

1.12. “Tax(es)” means all applicable taxes, except for taxes based on either party’s net income, net worth, employment, or assets (including personal and real property). 

1.13. “Third Party Material(s)” means any materials not owned solely by Vendor or Google that are included, incorporated or used in any of the Products.

1.14. “Vendor” means the person or entity accepting this Agreement who is registered with and approved by Google for listing of software or services via the Marketplace in accordance with the terms of this Agreement.

1.15. “Vendor-Looker Licensing Agreement” means the applicable agreement whereby Google (or a Google Affiliate) has agreed to provide access to the Looker Software to Vendor, which may be a paid subscription agreement, a trial agreement or a sandbox agreement. For the avoidance of doubt, this Agreement does not grant Vendor access to the Looker Software.

1.16. “Wind Down Period” has the meaning described in Section 10.5 (Wind Down).

2. Provision of Products

2.1. Listing of Product(s). Subject to Sections 2.2 and 2.3 below, Google will display and make Products available in the Marketplace for download, deployment, and use (as applicable) by Customers only upon prior written consent of Google. Google will have sole discretion over the placement of Products in the Marketplace.   

2.2. Listing Requirements. In order for Products to be available via the Marketplace, Vendor will: (a) accept this Agreement and enter into a Vendor-Looker Licensing Agreement; (b) comply with Section 6.5.4 (Third Party Materials and Open Source), (c) provide complete and accurate information to Google via cloud-looker-marketplace-content@google.com (or otherwise requested by Google), (d) clearly communicate to each Customer that the Products must be provisioned for trial or for a license purchased directly from Vendor separate from the Marketplace, and (f) ensure that all related Product functionality is operational for Customers accessing the Product via the Marketplace. 

2.3. Vendor Obligations. Vendor agrees that (a) Google has no responsibility for providing pricing or payment for the software and/or services that Vendor makes available to Customer in the Marketplace, (b) all Products offered in the Marketplace are without any revenue sharing with Google, (c) Google has no obligation to track usage or collect payments from Customers with respect to the Products, (d) Vendor is responsible for all Product-related activities, including, provisioning a temporary or free trial Product license, managing Customer’s access to Products, requiring a redirection to purchase the Product license, and all Product error handling, and (e) Google will not provide Vendor with any Customer information or any analytics.

2.4. Marketing. The parties may work together on a mutually agreeable marketing plan, if applicable.

3. Support

3.1. Vendor Support of Customers. Vendor will provide Google with complete and up to date information to cloud-looker-marketplace-content@google.com. Such information, including Vendor contact information, may be made available to Customers and other users of the Marketplace. Customers will be instructed to contact Vendor concerning any defects or performance issues related to Products. Vendor will be solely responsible for, and Google will have no responsibility for handling support and maintenance of Products or any complaints about Products. Vendor’s response to Customer support inquiries should be no less urgent, inclusive or responsive than the response Vendor offers or provides to similarly situated customers outside of the Marketplace. Google may direct Customers to Vendor to complete setup of Products. If Vendor offers direct management of its Products through Vendor’s own systems, Vendor will support such a system and make it available to Customers on substantially similar terms and with substantially similar capabilities as it does for customers outside of the Marketplace. Google will support Customer issues related to the Customer’s use of the Looker Software pursuant to Google’s separate agreement with the Customer.

3.2. Product Updates and Patches.

3.2.1. Vendor will update, or will provide Google with updates to, as applicable, Products in the Marketplace within five days of release of those updates to the public (or through any other online marketplace) and within one business day if those updates include critical security patches, as determined by Google.

3.2.2. If Google requests a critical security matter be patched, Vendor will respond to Google within 24 hours of such request with either a resolution or a plan describing steps that will be taken to reach a resolution, contact information for person(s) managing the resolution, and the estimated time for delivery of a resolution. Google may choose to hide or prohibit access to any Product until Vendor provides any security patch determined necessary by Google.

3.2.3. Failure to provide the information, support, or updates for Products described in this Section 3.2 (Product Updates and Patches) may result in consequences, including less prominent Product exposure or placement in the Marketplace, removal of the Product from the Marketplace, or Google’s termination of this Agreement.

3.2.4. Customers are allowed unlimited deployments of each deployable Product only if Customers remain in compliance with (i) the terms of the agreement between Vendor and Customer that governs the provision of the Product and (ii) the terms of the license agreement between Looker and Customer that governs the provision of Looker services. 

4. Vendor Responsibilities

4.1. Authorized Purpose. Vendor will use the Marketplace only for purposes that are permitted by (a) this Agreement, and (b) any applicable law or regulation (including any laws regarding the export of data or software to and from the United States or other relevant countries). 

4.2. Customer Instructions. If Vendor will access any data via Customer’s connection to the Customer’s Looker Software, Vendor must have appropriate data handling terms in place with Customer, which terms must cover processing of Customer’s data by Vendor generally, including via the Looker Software.

4.3. Prohibited Actions. Vendor will not engage in any activity with the Marketplace that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Google; Google’s Affiliates; or any third party, including users of the Looker Software, Marketplace users, or any network operator.

4.4. Vendor Responsibility for Products. Subject to Section 11 (Limitation of Liability), Vendor is solely responsible for (and Google has no responsibility to Vendor or any third party for) (a) any Products, including their interaction with the Marketplace, APIs, or Looker Software; or (b) the consequences of any Vendor actions (including any loss or damage which Google may suffer) related to the Products, including with respect to Vendor’s use of the Marketplace, APIs, or the Looker Software, except to the extent resulting solely from an unforeseeable malfunction (e.g., a bug) of the Marketplace or the Looker Software. Except as described in this Agreement, Vendor has no responsibility for the Marketplace.

4.5. Vendor Responsibility for Breach. Subject to Section 11 (Limitation of Liability), Vendor is solely responsible for (and Google has no responsibility to Vendor or any third party for) any breach by Vendor of its obligations under this Agreement, any applicable third party contract or terms of service between Vendor and its Customer(s), or any applicable law or regulation, and for the consequences of any such breach, including any loss or damage which Google or any third party may suffer. 

4.6. Product Display. Google may use and publish performance measurements for Products. Google may display Products to Customers in a manner determined by Google. If Vendor has any questions or concerns regarding such publication or display, Vendor may contact Google at the following email address cloud-looker-marketplace-content@google.com.

4.7. Product Information. Vendor will be responsible for providing Google with all information and materials necessary to download and access the Products via the Marketplace, including accurate and complete Product information and support information for Customer. Google may immediately hide, prohibit access to, or remove any Products from the Marketplace if Vendor fails to comply with this Section 4.7 (Product Information).

4.8. Restricted Content and Marketplace Use. Google may, upon 30 days prior notice, impose generally applicable Vendor Use Policies (“VUP”) related to Product content and Vendor’s use of the Marketplace. Such VUP will apply to all vendors who have software or services listed on the Marketplace. Google will email Vendor if it imposes any VUP, and Vendor agrees to be bound under such VUP on the date stated in the email notice to Vendor.

4.9. Security and Privacy.

4.9.1. Protections. Vendor will protect the privacy and other legal rights of Customers. Vendor will only gather information (including account information for Customer’s Looker Software) from Customers that is necessary to provide Products to them and only use gathered information for the limited purpose(s) for which the Customer has given Vendor permission to do so. If Customers provide Vendor (via the Product or otherwise) user names, passwords, or other login or personal information, Vendor must provide a legally sufficient privacy notice to Customers. Nothing in this Section prohibits a separate agreement between Vendor and Customer from governing Vendor’s use of such information as well, and the terms of such separate agreement will not limit Vendor's obligations under this Agreement.

4.9.2. Customer Marketplace Data. Google may provide Customer Marketplace Data to Vendor. Notwithstanding any provision to the contrary in this Agreement, Vendor may only use Customer Marketplace Data for supporting the relevant Product, which may include analyzing the performance of the Product.

4.9.3. Compliance & Assistance. Vendor will handle and store any information obtained from Customer (or about Customer via Google or the Marketplace), only for as long as it is needed, applying reasonable care to adhere to reasonable security and privacy policies (but, in no event, (a) with less care than (i) Vendor uses in handling any other customer information or (ii) Vendor states in its own privacy policy, which policy must be presented to and agreed upon by Customer before Vendor accesses the information, or (b) in a manner inconsistent with Google’s security and privacy policies at https://looker.com/trust-center/privacy/policy and https://cloud.google.com/looker/product/security/). Vendor will follow all instructions that, in Google's determination, are reasonably necessary to satisfy applicable laws and regulations regarding use of or access to Customer information. If an unauthorized disclosure or other breach of any Customer information occurs, Vendor will use all reasonable efforts to assist Google in investigating the incident and provide necessary information and documentation related to (a) Vendor’s compliance with this Section 4.10 (Information Security and Privacy) and (b) any other circumstances related to the breach.

4.9.4. Information Security Obligations. Without limiting the foregoing, Vendor and the Product will comply with the minimum security requirements set forth at cloud.google.com/looker/trust-center/marketplace-developer-guidelines, as updated from time to time by Google.

4.9.5. Data Protection Attachment. If Vendor has access to Customer data or other sensitive information of Customer in connection with this Agreement, Vendor will comply with Attachment A (Data Protection Addendum).

5. License Grants

5.1. Products.

5.1.1. Grant to Google. Vendor grants to Google and its Affiliates a non-exclusive, worldwide, and royalty-free license to host, link to, test, distribute, deploy, reproduce, perform, display, configure, and use the Products in connection with (a) a Customer’s use and deployment of the Product, (b) the operation and marketing of the Marketplace, and (c) the marketing of the Looker Software and related products and services of Google Affiliates that interact with the Products. Under this Agreement, Vendor does not grant to Google or its Affiliates any license or right to use the Products themselves for internal production data processing operations for Google's infrastructure.

5.1.2. Limitations. Except for the license rights granted by Vendor in Sections 5 (License Grants) Google obtains no right, title or interest from Vendor (or its licensors) under this Agreement to any of the Products.

5.1.3. Customer License. Vendor will grant Customers a non-exclusive, worldwide, royalty-free, license to use the Product. Vendor will provide Google (in a manner and format specified by Google) with Vendor’s standard end user license agreement (“Vendor EULA”) for the Product. If Vendor provides the Vendor EULA via a URL link, Vendor will ensure that the link is functional and points to the Vendor EULA. In no event will the Vendor EULA limit Google’s or Customers’ rights under, or described in, this Agreement or any Customer facing terms of service for the Marketplace. Vendor will be solely responsible for obtaining consent to each Vendor EULA and will comply with its obligations in the Vendor EULA.

5.2. Brand Features.

5.2.1. Ownership. Google and Vendor each owns all right, title and interest, including all intellectual property rights, in its own Brand Features. Except as expressly provided in this Section 5.2 (Brand Features) neither party grants any right, title or interest in any Brand Features of the other party. Except as expressly stated in Section 5.2.3 (Marketplace Brand Features), nothing in this Agreement gives Vendor a right to use any of Google's Brand Features. Any use of a party’s Brand Features will inure to the benefit of the party holding intellectual property rights to those Brand Features.

5.2.2. Vendor Brand Features. Vendor grants to Google and its Affiliates a limited, non-exclusive, worldwide, royalty-free license to use and display Vendor Brand Features (a) in connection with the marketing and distribution of the Product through the Marketplace and its availability for use on the Looker Software, including by including Vendor’s name or Brand Features in online or in promotional materials for the Marketplace, and verbally referencing Vendor as a provider of the Products, or (b) as otherwise necessary to exercise Google’s or its Affiliates’ rights under this Agreement. If Google’s or its Affiliates’ use of Vendor’s Brand Features is not in accordance with Vendor’s trademark guidelines that Vendor has provided Google, Vendor may notify Google at looker-marketplace-submissions@google.com, and after receiving such notice Google or its Affiliate, as applicable, will use commercially reasonable efforts to stop such non-compliant use of the Vendor Brand Feature. If a Product is removed from the Marketplace, Google and its Affiliates will stop using the Brand Features associated solely with the discontinued Products, except as necessary to allow Google to effectuate the Wind Down Period.

5.2.3. Marketplace Brand Features. Google grants to Vendor a limited, non-exclusive, worldwide, royalty- free license to use the Marketplace Brand Features for the Term of this Agreement solely for marketing purposes specifically related to the Marketplace with the prior approval of Google and in accordance with Google’s trademark guidelines located at https://about.google/brand-resource-center/.

6. Vendor Representations & Warranties

6.1. Anti-Bribery. Vendor represents and warrants that it will comply with all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including Government Officials, to obtain or keep business or to secure any other improper commercial advantage. “Government Officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Vendor will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. Vendor will use commercially reasonable and good faith efforts to comply with Google’s due diligence process, including providing requested information.

6.2. Discrimination. Vendor represents and warrants that it is an equal-opportunity employer and does not discriminate on the basis of age, race, creed, color, religion, sex, sexual orientation, gender identity, national origin, disability, marital or veteran status, or any other basis that is prohibited by applicable law.

6.3. Equal Employment Opportunities. Because Google is an equal employment opportunity employer and a U.S. federal contractor or subcontractor, Vendor warrants that it will, to the extent applicable, comply with the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a), and 41 CFR 60- 741.5(a), all of which are incorporated into this Agreement by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. As applicable, Vendor will also abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

6.4. Employment; Occupational Health and Safety. Vendor represents and warrants that it will comply with all other applicable employment and occupational health and safety laws and regulations.

6.5. Product Representations and Warranties.

6.5.1. Applicable Law. In connection with the Agreement, Vendor represents and warrants that Vendor and the Products comply and will comply with applicable laws, including all applicable privacy, data security, and data protection laws.

6.5.2. Rights and Infringement. Vendor represents and warrants that Vendor owns or has valid and enforceable licenses to the intellectual property, including patent, trademark, trade secret, copyright and other proprietary rights, in and to the Products to allow their distribution in the Marketplace, use by Customer and evaluation by Google to determine the Products’ suitability for the Marketplace. Vendor represents and warrants that the Product (including when used by the Customer) does not violate any person’s rights, including intellectual property, privacy, and security rights. If Vendor reasonably determines, or becomes aware of any allegation that any Product, its use or distribution, infringes the intellectual property of any individual or entity, Vendor will notify Google promptly.

6.5.3. Viruses. Vendor also represents and warrants that Products do not include any viruses, spyware, Trojan horses, or other malicious code of any kind.

6.5.4. Third Party Materials and Open Source.

a. If Vendor makes use of Third Party Materials or Open Source Materials, Vendor represents and warrants that Vendor has the right to distribute the Third Party Material or Open Source Material. Vendor further represents and warrants that, as of each Product’s listing via the Marketplace, Vendor (i) has provided in writing to Google the names and license information for all Open Source Materials, and (ii) there are no Open Source Materials in the Product that Google has not approved.

b. Vendor will comply with, and will cooperate in any manner necessary (as determined by Google) to assist Google in complying with any obligations contained in any licenses related to Third Party Material or Open Source Material. Vendor will not include or use any Open Source Material licensed under AGPL or SSPL. To the extent required by the applicable license and/or for Open Source Material licensed under GPL, LGPL, or MPL, Vendor will include a .zip file within the Product of the full source code and license terms for such Open Source Material and any third party component or library to which such is linked or with which it is distributed.

c. Vendor will notify Google by email to looker-marketplace-submissions@google.com of any Open Source Materials. Vendor will make such notification before or when Vendor submits or identifies potential Products to Google for consideration, and in all cases before Products are made available through the Marketplace. Vendor will not cause to be listed on the Marketplace any software or service that is not a Product. Google retains the right to reject a Product with Open Source Material or Third Party Material on any grounds.

d. Notwithstanding the forgoing, Vendor is solely responsible for complying with the terms of any third-party software or Open Source Materials within the Product, and represents and warrants that such third-party sources permit the use of the Product as contemplated in the Marketplace.

7. DISCLAIMER OF WARRANTIES

7.1. MARKETPLACE. VENDOR’S USE OF THE MARKETPLACE IS AT VENDOR’S SOLE RISK. THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

7.2. MATERIALS. VENDOR’S USE OF ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKETPLACE IS AT VENDOR’S OWN RISK, AND VENDOR IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO VENDOR’S COMPUTER SYSTEMS, SOFTWARE, NETWORK OR OTHER PROPERTY, OR LOSS OF ANY DATA THAT RESULTS FROM SUCH USE.

7.3. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS AFFILIATES FURTHER DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Confidential Information

8.1. “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that was independently developed by the recipient, is or becomes public through no fault of the recipient, or is rightfully known by the recipient without confidentiality obligations. The terms of this Agreement are Confidential Information. Any information that Google (or its Affiliates) shares with Vendor about or relating to a Customer, including Customer Marketplace Data, is Google's Confidential Information.

8.2. Duty. The recipient will not disclose the discloser’s Confidential Information, except to employees, Affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the discloser’s Confidential Information only to exercise rights and fulfill obligations under this Agreement, and will ensure that such people and entities use the discloser’s Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

8.3. Return or Destroy. Upon termination of this Agreement, and if requested by a party in writing, the other party will use commercially reasonable efforts to return or destroy all Confidential Information of such requesting party.

8.4. Independent Development. Each party recognizes that the other party may in the future develop or purchase products or services related to or similar to the subject matter of Confidential Information disclosed under this Agreement. Accordingly, the recipient may use Residuals for any purpose, including use in the acquisition, development, manufacture, promotion, sale, or maintenance of products and services; provided that this right to Residuals does not represent a license under any intellectual property and/or proprietary rights of the discloser. The term “Residuals” means information that is retained in the unaided memories of the recipient’s Delegates as permitted herein who have had access to the discloser’s Confidential Information. Memory is unaided if the employee or other Delegates has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

9. Product Takedowns.

9.1. Removal by Vendor. Vendor may remove any Product from the Marketplace at any time by providing Google with (a) at least 30 days prior notice and (b) a transition or migration plan for Customers. All such removed Products are subject to the obligations in Section 10.5 (Wind Down).

9.2. Removal by Google. While Google is not obligated to monitor the Products or their content, if Google is notified by Vendor, becomes aware, or determines that a Product or Vendor Brand Feature: (a) violates the intellectual property rights or any other rights of Google or any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Marketplace policies or other terms of service as may be updated by Google from time to time; (d) may create liability for Google; (e) is deemed by Google to have a virus or to be malware, spyware or other malicious code; (f) violates this Agreement (g) is impacting the integrity of Google’s or Customer’s network or servers (e.g., Customers are unable to access the Product or otherwise experience difficulty); (h) is not meeting acceptable standards, including based on performance measurements such as uninstall and/or refund rates, as determined solely by Google, Google may immediately hide, prohibit access to, or remove the Product from the Marketplace. 

9.3. Cure. Google will use commercially reasonable efforts to provide 7 days’ notice to Vendor instructing Vendor to cure its failures before Google removes a Product from the Marketplace unless the agreement is terminated or in Google’s opinion the provision of such notice is restricted by applicable law or would otherwise harm Google.

10. Term and Termination 

10.1. Term. This Agreement will start on the Effective Date and continue until terminated (the “Term”).

10.2. Termination for Convenience. Either party may terminate this Agreement on 30 days prior notice.  

10.3. Termination by Google. Under the following circumstances Google may immediately terminate this Agreement if, in Google’s opinion, the provision of notice under Section 10.2 (Termination for Convenience) is restricted by applicable law; would otherwise harm Google, Vendor or Customers:

10.3.1. Vendor has breached any provision of this Agreement or another agreement with Google, including the Vendor-Looker License Agreement;

10.3.2. Google is required to do so by law (e.g., Vendor is a person or entity barred from using the Looker Software or the Marketplace under applicable laws, including applicable laws of country in which Vendor is resident/domiciled or from which Vendor uses the Looker Software or the Marketplace);

10.3.3. Vendor has a Product that violates any applicable law; or

10.3.4. Google no longer provides the Marketplace.

10.4. Effects of Termination.

10.4.1. Subject to Section 10.5 (Wind Down) as applicable, upon termination of this Agreement: (a) all Products will be removed from the Marketplace; and (b) no user of the Marketplace will be able to procure, deploy, purchase or renew Products through the Marketplace after the date of termination.

10.4.2. Survival. All terms of this Agreement will remain valid and enforceable, as applicable with respect to the removed Product, during any Wind Down Period. The obligations in Sections 4.9 (Security and Privacy), 7 (Disclaimer of Warranties), 8 (Confidential Information), 10.5 (Wind Down), 11 (Limitations of Liability), 12 (Indemnification) and 14 (General Legal Terms).

10.5. Wind Down.

10.5.1. Except where prohibited by law and unless otherwise requested by Google, when a Product is removed from the Marketplace (due to termination of the Agreement or otherwise), a wind down period will apply as to any such Products that were purchased by Customers prior to the date of removal ("Wind Down Products"), starting from the date the Product was removed and ending on the later of (a) six months after such date and (b) the date that the last Customer subscription term for such Wind Down Product expires or terminates (the "Wind Down Period"). Notwithstanding the preceding sentence, (i) the Wind Down Period will not apply if Google terminates the Agreement pursuant to Section 10.3, (ii) Google may terminate the Wind Down Period if any of the circumstances set forth in Section 10.3 occurs during the Wind Down Period, (iii) Google may terminate an individual Customer's subscription for a Wind Down Product upon the Customer's request, and (iv) the parties may mutually agree to terminate the Wind Down Period prior to its expiration. 

(a) Subject to Section 10.5.3, during the Wind Down Period the terms of the Agreement will continue to apply as to all Wind Down Products, including the following: (a) Vendor will continue to allow the downloading and deployment of Products via the Marketplace by existing Customers and will continue to support any existing Customers, in each case in accordance with the terms of this Agreement; and (b) all licenses granted under this Agreement with respect to the Wind Down Products will continue in force.

10.5.2. During the Wind Down Period the listing for the removed Product will be removed from the Marketplace and users of the Marketplace who have not already acquired the Product may not acquire or deploy the removed Product through the Marketplace.

10.5.3. After the Wind Down Period expires, no user of the Marketplace may acquire or deploy the removed Product through the Marketplace. Google will have no responsibility or liability to Customer or Vendor for any Customer’s use of the Product after the end of the Wind Down Period.

10.6. Waiver. Where applicable, to effectuate the termination of this Agreement under Section 10 (Term and Termination), the Parties will waive any provisions, procedures, and operation of any applicable law that requires a court order to terminate this Agreement.

11. LIMITATION OF LIABILITY

11.1. Liability. IN THIS SECTION 11 (LIMITATIONS OF LIABILITY), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER FORESEEABLE OR CONTEMPLATED BY THE PARTIES.

11.2. Limitations. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 11.3 (UNLIMITED LIABILITIES):

11.2.1. Liability Type. NEITHER PARTY, NOR ITS AFFILIATES OR LICENSORS, WILL HAVE ANY LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR ANY (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL. 

11.2.2. Liability Amount. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PER INCIDENT ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO USD$15,000.

11.3. Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR: (A) DEATH, PERSONAL INJURY, OR TANGIBLE PERSONAL PROPERTY DAMAGE RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (B) ITS FRAUD OR FRAUDULENT MISREPRESENTATION; (C) ITS BREACH OF SECTIONS 4.9 (SECURITY AND PRIVACY), 6.5 (PRODUCT REPRESENTATIONS AND WARRANTIES), OR 8 (CONFIDENTIAL INFORMATION); (D) ITS OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); (E) ITS INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (F) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Indemnification

12.1. Indemnity. To the maximum extent permitted by applicable law, Vendor will defend and indemnify Google, its Affiliates and their respective directors, officers, employees, agents and Customers against any and all losses, liabilities, damages, costs, fees (including legal fees) and expenses relating to any third-party allegation or third-party legal proceeding arising from or related to: (a) the procurement and deployment of Product via the Marketplace, including any claims of violation of applicable law or the violation of the privacy or security rights of any Customers or other third parties, but not including anything to the extent arising out of or accruing solely from the Marketplace and its design, (b) Vendor’s use of the Marketplace, (c) Vendor’s use of any Customer information or data, including Customer Marketplace Data, (d) any Product infringing any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates a person’s rights of publicity or privacy, or (e) Vendor’s breach of any Vendor warranty under this Agreement.

12.2. Remedies. If an injunction preventing continued use of Products is threatened or granted, Vendor will do the following at its sole expense:

12.2.1. procure the right to continue providing the Products in compliance with this Agreement; or

12.2.2. modify the Products to make them non-infringing without materially reducing their functionality; or

12.2.3. remove the affected Product under Section 9.1 (Removal by Vendor) and, if possible, replace the Products with non-infringing, functionally-equivalent alternatives.

12.3. Exclusions. The indemnity provided by Vendor under this Agreement does not extend to claims to the extent arising solely from breach by Google of its material obligations hereunder.

13. Modifications to the Agreement

Google may make changes to this Agreement from time to time. Google will provide at least 30 days’ advance notice before the change becomes effective. If Vendor does not agree to the revised Agreement, Vendor should within 30 days of the notice (a) notify Google of its rejection of the modifications in total, (b) terminate this Agreement under Section 10.2 (Termination for Convenience), and (c) stop using the Marketplace. So long as Vendor timely and properly rejects the modifications in total and terminates the Agreement, then the terms of the Agreement before the notified modification will continue to apply, including during any Wind Down Period.

14. General Legal Terms

14.1. Notices. Google will provide notices under the Agreement to the Vendor by sending an email to the email address provided as the contact email during the intake process (the “Notification Email Address”). Vendor will provide notices under the Agreement to Google by sending an email to legal-notices@google.com. Notice will be treated as received when the email is sent. Vendor is responsible for keeping its Notification Email Address current throughout the term.

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

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

14.4. Change of Control. During the Term, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction other than in the context of an internal restructuring or reorganization of Google and its affiliates); (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

14.5. Other User Rights & Subcontracting. Google may use Affiliates, consultants, and other contractors in connection with its performance of obligations and exercise of rights under this Agreement. These Affiliates, consultants, and contractors will be subject to the same obligations as Google. Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and its subcontractor’s acts or omissions.

14.6. Force Majeure. Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots or war.

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

14.8. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

14.9. Third Party Beneficiaries. Vendor acknowledges and agrees that all Affiliates of Google are third party beneficiaries to this Agreement and that such Google Affiliates are entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or entity will be a third party beneficiary to this Agreement.

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

14.11. Amendments. Any amendment must be in writing. Except for amendments made under Section 13 (Modifications to the Agreement), any amendment must also be signed by both parties and expressly state that it is amending this Agreement.

14.12. Entire Agreement. This Agreement states all terms agreed between the parties relating to its subject matter, and completely replaces any prior agreements between Vendor and Google in relation to the Marketplace. If any Products have been listed in the Marketplace before the Effective Date, then, as of the Effective Date, such Products will be governed by this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.

14.13. Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.

14.14. Equitable Relief. Nothing in the Agreement will limit either party’s ability to seek equitable relief.

14.15. EXPORT RESTRICTIONS. PRODUCTS MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. VENDOR WILL COMPLY WITH ALL APPLICABLE EXPORT AND RE- EXPORT LAWS AND REGULATIONS, INCLUDING (a) THE EXPORT ADMINISTRATION REGULATIONS ("EAR") MAINTAINED BY THE U.S. DEPARTMENT OF COMMERCE, (b) TRADE AND ECONOMIC SANCTIONS MAINTAINED BY THE U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL, AND (c) THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS ("ITAR") MAINTAINED BY THE U.S. DEPARTMENT OF STATE. VENDOR WILL PROVIDE GOOGLE WITH ALL ACCURATE INFORMATION NEEDED TO COMPLY WITH ALL APPLICABLE EXPORT CONTROL LAWS RELATED TO THE DISTRIBUTION OF PRODUCTS IN THE MARKETPLACE.

14.16 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

14.17. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR VENDOR’S RELATIONSHIP WITH GOOGLE UNDER THIS AGREEMENT OR THE PRODUCT WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. VENDOR AGREES THAT GOOGLE IS ALLOWED TO APPLY FOR INJUNCTIVE RELIEF IN ANY JURISDICTION.

14.18. Electronic Signatures. The parties consent to electronic signature.

14.19. Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

14.20. Regional Terms.The parties agree to the following modifications to the Agreement if Vendor conducts its business in the applicable regions as described below:

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

Section 14.17 (Governing Law) is replaced in its entirety as follows:

14.17 Governing Law; Arbitration.

(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.

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

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

(d) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

(e) Subject to the confidentiality requirements in Subsection (g), either party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator’s powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Subsection 14.17 (e).

(f) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

(g) Any arbitration proceeding conducted in accordance with this Section 14.17 (Governing Law; Arbitration) will be considered Confidential Information under Section 8 (Confidential Information), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to, the arbitration proceedings. In addition to the disclosure rights under Section 8 (Confidential Information), the parties may disclose the information described in this Subsection 14.17 (g) to a competent court as may be necessary to file any order under Subsection 14.17 (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

(h) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees.

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

LOOKER MARKETPLACE VENDOR INFORMATION PROTECTION ADDENDUM

1. General. 

(a) Agreement. This Looker Marketplace Vendor Information Protection Addendum (the “DPA”) forms part of the Agreement and incorporates the Applicable Standard Contractual Clauses (as defined below) to the extent applicable.

(b) End Controller. Where Google is not the Google Controller, Google will ensure the Google Controller complies with the representations, warranties, and obligations under the DPA applicable to Google.

(c) Order of Precedence.  To the extent the DPA conflicts with the Agreement, the DPA will govern.

(d) Interpretation. The Agreement’s defined terms apply unless the DPA expressly states otherwise. Capitalized terms used but not defined will have the meanings given to them in the Agreement.

2. Defined Terms. In this DPA: 

(a) “Alternative Transfer Solution” means a mechanism other than the Applicable Standard Contract Clauses that enables the lawful transfer of Personal Information from the EEA, UK, or Switzerland to a third country in accordance with Applicable Data Protection Law, including as applicable, the Swiss-U.S. or UK-U.S. Privacy Shield self-certification programs approved and operated by the U.S. Department of Commerce (the “Privacy Shield”).

(b) “Applicable Data Protection Laws” means privacy, data security, and data protection laws, directives, and regulations in any jurisdiction applicable to the Personal Information Processed for the Services including the GDPR, CCPA and LGPD.

(c) “Applicable Standard Contractual Clauses” means the European Commission’s standard contractual clauses which are standard data protection terms for the transfer of personal data to controllers established in third countries that do not ensure an adequate level of data protection, as described in Article 46 of the EU GDPR including (i) the Controller-Controller SCCs, or (ii) the UK Controller-Controller SCCs, each as defined in this DPA.

(d) “Applicable Standards” mean government standards, industry standards, codes of practice, guidance from Regulators, and best practices applicable to the parties’ Processing of Personal Information for the Services, including Alternative Transfer Solutions.

(e) “CCPA” means, as applicable: (i) the California Consumer Privacy Act of 2018, California Civil Code 1798.100 et seq. (2018); (ii) the California Privacy Rights Act of 2020, and (iii) Applicable Data Protection Laws modeled on either of the foregoing.

(f) “Controller-Controller SCCs” means the terms at https://business.safety.google/gdprcontrollerterms/sccs/eu-c2c/. 

(g) “Data Controller” means the legal entity or party to the Agreement that determines the purposes and means of Processing Personal Information. Data Controller also means “controller” as defined by Applicable Data Protection Laws.

(h) “GDPR” means (i) the European Union General Data Protection Regulation (EU) 2016/679 (the “General Data Protection Regulation”) on data protection and privacy for all individuals within the European Union (“EU”) and the European Economic Area (“EEA”); (ii) the General Data Protection Regulation as incorporated into United Kingdom (“UK”) law by the Data Protection Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR”); and (iii) the Federal Data Protection Act of 19 June 1992 (Switzerland) (each as amended, superseded, or replaced).

(i) “Google Controller” means a Google affiliate that Processes Personal Information as a Data Controller 

(j) “Google Entity” means Google LLC (formerly known as Google Inc.), Google Cloud EMEA Limited, or another affiliate of Google LLC. 

(k) “includes” or “including” means “including but not limited to”.

(l) “individual” or “individuals” mean natural persons who can be readily identified, directly or indirectly, or data subjects as defined by Applicable Data Protection Laws.

(a) “LGPD” means Brazilian Law no. 13,709 for the protection of personal data.

(m) “Personal Information” means (i) any information about an individual; or (ii) information that is not specifically about an individual but, when combined with other information, may identify an individual. Personal Information includes account and usage information and any information that constitutes “personal data” or “personal information” within the meaning of Applicable Data Protection Laws. 

(n) “Process” or “Processing” means to access, handle, create, collect, acquire, receive, record, combine, consult, use, process, alter, store, retain, maintain, retrieve, disclose, or dispose of. Process also includes “processing” within the meaning of Applicable Data Protection Laws.

(o) “reasonable” means reasonable and appropriate to (i) the size, scope, and complexity of Your business; (ii) the nature of Personal Information being Processed; and (iii) the need for privacy, confidentiality, and security of Personal Information.

(p) “Regulator” or “Regulatory” means an entity with supervisory or regulatory authority over Google under Applicable Data Protection Laws. 

(q) “Secondary Use” means any Processing of Personal Information for purposes other than as necessary to satisfy Your obligations set forth in the Agreement, including: (i) Processing Personal Information for purposes other than specified in the agreement between Customer and Vendor governing the provision of the Services to Customer in the Marketplace; (ii) Processing Personal Information in combination with any Personal Information that You Process outside of the Services; or (iii) Processing Personal Information in a manner that would constitute a sale, targeted advertising, or cross-context behavioral advertising of Personal Information as defined by Applicable Data Protection Laws.

(r) “Services” means the Product and any goods, services, operations, or activities for which You Process Personal Information accessed via the Looker Software and processed in accordance with the Agreement.

(s) “Third-Party Provider” means an agent or other entity that You authorize to act on Your behalf in connection with the Services. “Third Party Provider” includes “processor” within the meaning of the Applicable Standard Contractual Clauses.

(t) “UK Controller-Controller SCCs” means the terms at https://business.safety.google/gdprcontrollerterms/scc/uk-c2c.

(u) “You” or “Your” means the Vendor (including any personnel, contractor, or agent acting on behalf of that party).

3. Representations and Warranties. You represent and warrant to Google that You:

(a) are an independent Data Controller with respect to the Personal Information and will not Process the Personal Information as a joint Data Controller with Google; and

(b) will determine the purposes and means of Your Processing of Personal Information received from Google as described in the Agreement.

4. Data Protection Obligations. In fulfilling Your obligations under the Agreement, You will comply with Applicable Data Protection Laws, including to the extent applicable:

(a) Processing Personal Information only where You maintain a lawful basis of Processing;

(b) providing all required notices or obtaining all required consents from individuals before Processing the Personal Information;

(c) providing individuals with rights in connection with Personal Information in a timely manner, including the ability of individuals to: (i) access or receive their Personal Information in an agreed upon format; and (ii) correct, amend, or delete Personal Information where it is inaccurate, or has been Processed in violation of Applicable Data Protection Laws; 

(d) responding to individual requests or a Regulator concerning Your Processing of Personal Information; and

(e) maintaining appropriate age verification mechanisms in compliance with Applicable Standards and Applicable Data Protection Laws where You Process Personal Information related to individuals under the age of 18. 

5. Additional Obligations.

(a) Limitation on Secondary Use. As required by Applicable Data Protection Laws, You will (i) provide explicit notice to individuals in writing of the Secondary Use and maintain a mechanism enabling individuals to opt out of the Secondary Use at any time; (ii) obtain lawful consent from the individuals prior to Processing Personal Information for a Secondary Use; or (iii) not Process Personal Information for a Secondary Use.

(b) Safeguards. You will have in place reasonable technical and organizational measures to protect Personal Information against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access. You will ensure that such measures provide a level of security reasonable to the risk represented by the processing and the nature of the data to be protected including:

(i) maintaining reasonable controls to ensure that access to Personal Information will be limited to personnel or Third-Party Providers who have a legitimate need to Process Personal Information under the Agreement; 

(ii) promptly terminating personnel and Third-Party Provider access to Personal Information when such access is no longer required for performance under the Agreement; 

(iii) using reasonable and secure data transfer methods to transfer any Personal Information across any network other than an internal company network owned and managed by You;

(iv) assuming responsibility for any unauthorized access to Personal Information under Your custody or control (or Third-Party Provider(s)’ custody or control); 

(v) providing reasonable ongoing privacy and information protection training and supervision for all personnel (including Third-Party Providers) who Process Personal Information; and

(vi) maintaining a reasonable incident response program to respond to security incidents, publish a point of contact for security reports on Your website, and monitor security reports.

(c) Security Incident Response; Statements. You will promptly inform Google if a security incident requires notice to end users. Except as required by law, You will not make (or permit any Third-Party Provider under Your control to make) any statement concerning the security incident that directly or indirectly references Google unless Google provides its written authorization.

(d) Third-Party Providers.  You will contractually require each Third­Party Provider that Processes Personal Information to protect the privacy, confidentiality, and security of Personal Information using all reasonable measures as required by this DPA and Applicable Data Protection Laws. You will regularly assess Your Third ­Party Providers’ compliance with these contractual requirements.

(e) Owned or Managed Systems. To the extent You access Google’s owned or managed networks, systems, or devices (including APIs, corporate email accounts, equipment, or facilities) to Process Google’s Personal Information, You will comply with Google’s written instructions.

(f) Assessments of Compliance with this DPA. Within 15 days of Google’s written request to assess Your compliance with the DPA, You will, as relevant, provide certification, audit reports, or other reports regarding Your compliance with this DPA and Applicable Standards.

6. Legal Process. If a court or other government authority legally compels You to disclose Personal Information, then to the extent permitted by law, You will promptly inform Google of the request and reasonably cooperate with its efforts to challenge the disclosure or seek an appropriate protective order.

7. Data Transfers. Each party may transfer Personal Information if it complies with applicable provisions on the transfer of Personal Information required by Applicable Data Protection Laws. 

(a) To the extent You or a Google Controller transfers Personal Information relating to individuals within the UK, EEA, or Switzerland to Google or You (as applicable) and the receiving party is not: (i) subject to the binding obligations of a valid Alternative Transfer Mechanism, or (ii) located in a jurisdiction that is subject to a valid adequacy decision (as determined by the Applicable Data Protection Laws regarding the individuals about whom the Personal Information is Processed), You and Google expressly agree to the Applicable Standard Contractual Clauses including the warranties and undertakings contained therein as the “data exporter” and “data importer” as applicable to the transfer contemplated by the parties.

(b) To the extent Section 7(a) applies: (i) if Google or You transfer Personal Information relating to individuals within the EEA or Switzerland to the other party, You and Google (on its own behalf or on behalf of the Google Controller) agree to the Controller-Controller SCCs; and (ii) if Google or You transfer Personal Information relating to individuals within the UK to the other party, then You and Google (on its own behalf or on behalf of the Google Controller) agree to the UK Controller-Controller SCCs.

(c) To the extent You or a Google Controller transfers Personal Information to Google or You (as applicable) in accordance with an Alternative Transfer Solution, the receiving party will: (i) provide at least the same level of protection for the Personal Information as is required by the Agreement and the applicable Alternative Transfer Solution; (ii) promptly notify the disclosing party in writing if the receiving party determines that it can no longer provide at least the same level of protection for the Personal Information as is required by the Agreement and applicable Alternative Transfer Solution; and (iii) upon making such a determination, cease Processing Personal Information until the receiving party is able to continue providing at least the same level of protection as required by the Agreement and the applicable Alternative Transfer Solution. 

(d) Google LLC has certified under the Privacy Shield on behalf of itself and certain wholly-owned US subsidiaries. Google’s certification and status are available at https://www.commerce.gov/page/eu-us-privacy-shield.

(e) Where Google is not the Google Controller, Google will ensure that it is authorized by the Google Controller to (i) enter into the Applicable Standard Contractual Clauses on behalf of the Google Controller, and (ii) exercise all rights and obligations on behalf of the Google Controller, each as if it were the Data Controller.

8. Termination. In addition to the suspension and termination rights in the Agreement, Google may terminate the Agreement if it reasonably determines that (a) You have failed to cure material noncompliance with the DPA within a reasonable time; or (b) it needs to do so to comply with Applicable Data Protection Laws.

9. Survival. This DPA will survive expiration or termination of the Agreement as long as You continue to Process Personal Information as set out in the Agreement.