"Affiliate" means any entity that directly or indirectly
Controls, is Controlled by, or is under common Control with a
"AUP" means the then-current acceptable use policy for the
Services described at
"BAA" or "Business Associate Agreement" is an amendment to this
Agreement covering the handling of Protected Health Information
(as defined in HIPAA).
"Beta Features" have the meaning set forth in the Looker
Service Specific Terms.
"Brand Features" means each party's trade names, trademarks,
logos, domain names, and other distinctive brand features.
"Confidential Information" means information that one party or
its Affiliate ("Disclosing Party") discloses to the other party
("Recipient") under this Agreement, and that is marked as
confidential or would normally be considered confidential
information under the circumstances. Customer Data is Customer's
Confidential Information. Confidential Information does not
include information that is independently developed by the
recipient, is shared with the recipient by a third party without
confidentiality obligations, or is or becomes public through no
fault of the recipient.
"Control" means control of greater than 50% of the voting
rights or equity interests of a party.
"Covered Affiliate" means Customer's Affiliate using the
Services (i) via an Order Form that is subject to the terms of
this Agreement, and (ii) in compliance with the Agreement and
the applicable Order Form.
"Customer Application" means a software program that Customer
creates or hosts and that uses the Services. A Customer
Application may be a website.
"Customer Data" means (a) all data in Customer's databases
provided to Google by Customer or End Users via the Services and
(b) all results provided to Customer or End Users for queries
executed against such data via the Services.
"Customer Hosted Deployment" means the Software installed by or
for Customer at Customer's premises or on a Customer-controlled
server within a data center selected and managed by Customer. A
Customer Hosted Deployment includes the In-Product Services.
"Customer Indemnified Materials" means Customer Data and
Customer Brand Features.
"Data Processing and Security Terms" or "DPST" means the
then-current terms describing data processing and security
obligations with respect to Customer Data described
"Delegates" means the Recipient's employees, Affiliates,
agents, or professional advisors.
"Deployment Attributes" means the quantified usage of the
Services as specified on an Order Form, which include, but are
not limited to the number of Instances, End Users, API calls or
other licensing attributes defined by the Scope of Use.
"Dispute" has the meaning set forth in Section 13 (Regional
Terms) of Part A (General Terms).
"Documentation" means the user guides and manuals for the
Services provided by Google for Customer's own internal use.
"End User" or "Customer End User" means an individual that
Customer permits to use the Services. End Users may include
employees of Customer's Affiliates or PBL Users.
"Export Control Laws" means all applicable export and re-export
control laws and regulations, including (a) the Export
Administration Regulations ("EAR") maintained by the U.S.
Department of Commerce, (b) trade and economic sanctions
maintained by the U.S. Treasury Department's Office of Foreign
Assets Control, and (c) the International Traffic in Arms
Regulations ("ITAR") maintained by the U.S. Department of State.
"External Business Purposes", "PBL" or "Powered by Looker"
means use of the Services by or for the benefit of Customer's
customers or clients and their users or other third parties.
"Fees" means the product of the amount of Services or Software
ordered by Customer multiplied by the Prices, plus any
"Google Indemnified Materials" means the Services, Software and
Google's Brand Features.
"High Risk Activities" means activities where the use or
failure of the Services would reasonably be expected to result
in death, serious personal injury, or severe environmental or
property damage (such as the creation or operation of weaponry).
"HIPAA" means the Health Insurance Portability and
Accountability Act of 1996 as it may be amended from time to
time, and any regulations issued under it.
"including" means including but not limited to.
"In-Product Services" means the services hosted and made
accessible by Google through the Software, specifically
licensing data, configuration backups, system error reports,
data actions and support tickets.
"Indemnified Liabilities" means any (a) settlement amounts
approved by the indemnifying party, and (b) damages and costs
finally awarded against the indemnified party by a court of
"Instance" means one single configuration of the Software's
administrative settings and application database, subject to the
platform restrictions detailed in the Order Form. Each Instance
requires a unique license key to operate. Multiple identically
configured Instances running with separate configurations are
considered separate instances.
"Intellectual Property" or "IP" means anything protectable by
an Intellectual Property Right.
"Intellectual Property Right(s)" means all patent rights,
copyrights, trademark rights, rights in trade secrets (if any),
design rights, database rights, domain name rights, moral
rights, and any other intellectual property rights (registered
or unregistered) throughout the world.
"Internal Business Purposes" means use of the Services by or
for the benefit of Customer's internal operations.
"Legal Process" means an information disclosure request made
under law, governmental regulation, court order, subpoena,
warrant, or other valid legal authority, legal procedure, or
"Liability" means any liability, whether under contract, tort
(including negligence), or otherwise, regardless of whether
foreseeable or contemplated by the parties.
"Looker Hosted Deployment" means the Software installed by
Google on a web connected platform that is run in a third-party
hosting facility designated by Google, unless otherwise agreed
by the parties in an Order Form. A Looker Hosted Deployment
includes the In-Product Services.
"Looker Service Specific Terms" means the then-current terms
specific to the Services stated
"Looker Technical Support Services" or "TSS" means the
then-current technical support service provided by Google to
Customer under the Looker Technical Support Services Guidelines.
"Looker Technical Support Services Guidelines" or "TSS
Guidelines" means the then-current technical support service
provided by Google to Customer described
"Notification Email Address" means the email address(es)
designated by Customer in the Order Form.
"Order Form" means an order form executed by Customer, or
Customer Affiliate, and Google specifying the Services Google
will provide to Customer under this Agreement.
"Order Term" means the period of time starting on the Services
Start Date for the Services and continuing for the period
indicated on the Order Form unless terminated in accordance with
"Payment Due Date" means 30 days from the invoice date.
"PBL Client" means (i) the PBL User or (ii) Customer's client
that authorizes use of the Services by PBL Users.
"PBL User" is an individual authorized to use the Services for
External Business Purposes as an End User subject to the terms
of the applicable Order Form.
"Prices" means the then-current applicable prices for the
Services or Software agreed to by Google and Customer in an
Order Form or amendment to this Agreement. Prices do not include
"PSO Services" means advisory and consulting services purchased
by Customer from Google.
"Scope of Use" means Customer's specific use case for the
Services as defined in an Order Form, which may include
limitations on Customer's use for Internal Business Purposes
and/or External Business Purposes.
"Services" means an integrated platform, including cloud-based
infrastructure (if applicable), and software components
(including any associated APIs) that enables businesses to
analyze data and define business metrics across multiple data
sources. Services exclude Third Party Offerings.
"Services Start Date" means either the start date described in
the Order Form or, in the absence of any such date, the date
Google makes the Services available to Customer.
"SLA" or "Service Level Agreement" means the then-current
service level agreements applicable to the Looker Hosted
Deployment only, described
"Software" means any downloadable tools, including the licensed
data platform provided under this Agreement, and any other
computer software provided by Google for use in connection with
the Services, and any copies, modifications, derivative works or
enhancements thereto, excluding any Third-Party Offerings.
"Suspend" or "Suspension" means disabling or limiting access to
or use of the Services or components of the Services.
"Taxes" means all government-imposed taxes, except for taxes
based on Google's net income, net worth, asset value, property
value, or employment.
"Third-Party Legal Proceeding" means any formal legal
proceeding filed by an unaffiliated third party before a court
or government tribunal (including any appellate proceeding).
"Third-Party Offerings" means (a) third-party services,
software, products, and other offerings that are not
incorporated into the Services or Software and (b) offerings
identified in the " Third-Party Offerings" section of the Looker
Service Specific Terms.
"Trademark Guidelines" means Google's Brand Terms and
Conditions described at
"URL" means a uniform resource locator address to a site on the
"URL Terms" means the AUP, Data Processing and Security Terms,
the SLA, and the TSS.
"Use Restrictions" means the restrictions in Section (A)(2)(c)