"Affiliate" means any entity that directly or indirectly
Controls, is Controlled by, or is under common Control
with a party.
"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
"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
"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
"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
"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
"Fees" means the product of the amount of Services or
Software ordered by Customer multiplied by the Prices,
plus any applicable Taxes.
"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 competent jurisdiction.
"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
"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 similar process.
"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
"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 this Agreement.
"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 Taxes.
"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
"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
"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
"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
"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 internet.
"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) (Use Restrictions).