Master Subscription License Agreement

Last modified: February 2018

This Master Subscription License Agreement (the "Agreement") is made between Looker Data Sciences, Inc., a Delaware corporation ("Looker") and each party (a "Customer") that executes an Order Form for Looker Software and Services (each as defined below). Between Looker and each Customer the Agreement consists of these terms, each Order Form, including any exhibits, and each amendment of any of the foregoing. This Agreement is effective as of the date of Customer's initial Order Form. By executing the initial Order Form, Customer agrees to all the terms set forth below.

WHEREAS, Looker is the developer of software tools to allow businesses to analyze content in their databases; and

WHEREAS, Looker may be deployed for Internal Business Purposes or External Business Purposes, in each case based on the Scope of Use identified on applicable Order Forms, all as described below; and

WHEREAS, Customer wishes to obtain a subscription license to the Software identified below,

NOW THEREFORE, the parties agree as follows:

1. DEFINITIONS.

1.1 "Affiliate" means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided such entity is not a competitor to Looker or in the business of developing and offering products or technologies that are substantially similar to the Software.

1.2 "Customer Data" means (a) all data in Customer's databases, (b) other Customer Confidential Information used to provision the Software and to create Models for Customer's Software implementation, and (c) all analytical results generated by the Software.

1.3 "Customer Modifications" means versions of Models that have been adapted by Customer using the Software. Customer Modifications are made up of Customer Data, which Customer owns, and the underlying Software, which Looker owns. Customer Modification are configurations of the Software and not works for hire. Looker disclaims all warranties and obligations to indemnify Customer as to Customer Modifications.

1.4 "Deployment Attributes" means the quantified usage of the Software as defined on an Order Form, which may include the number of Instances, Users, computer servers, database connections and types, or other licensing attributes that may be defined by the Scope of Use.

1.5 "Documentation" means the user guides and manuals for Software provided by Looker to Customer for Customer's own internal business purposes.

1.6 "External Business Purposes" means the use of the Software by or for the benefit of Customer's clients and their users or other third parties, which may be referred to as Powered by Looker.

1.7 "Instance" means a copy of Software installed within a single operating environment.

1.8 "Internal Business Purposes" means the use of the Software by or for the benefit of Customer's internal operations.

1.9 "Models" means the logic & data processing methods programmed in Looker's data modeling language and used to configure the Software. Models are made up of Customer Data, which Customer owns, and the underlying Software, which Looker owns.

1.10 "Order Form" means Looker's order form for Software or Services that has been executed by Looker and Customer. Each executed Order Form will be incorporated into this Agreement by reference.

1.11 "Scope of Use" means the specific extent or limitation of Software use for Internal Business Purposes and/or External Business Purposes as defined in a related Order Form.

1.12 "Services" means the professional services, technical support and other services described herein and on an Order Form.

1.13 "Software" means the subscription software described on an Order Form, related Documentation, Models, and updates and enhancements made to the foregoing by or for Looker.

1.14 "User" means an individual who has been provisioned directly in the Software or indirectly in another system with Software privileges or privileged access to data via the Software.

2. SOFTWARE LICENSE RIGHTS.

2.1 License Grant and Ownership.

Looker grants Customer a fee-bearing non-exclusive, non-transferable (except in connection with a permissible assignment per Section 12.2), non-sublicensable license (except in connection with a permissible sublicense per Section 2.1(b)) to install and use the Software for the defined Scope of Use and related Deployment Attributes on each executed Customer Order Form. Customer may permit Affiliates and subcontractors to use the Software within the defined Scope of Use and related Deployment Attributes on an Order Form, so long as Customer remains responsible for their compliance hereunder. Customer agrees to provide Looker with a list of all Affiliates that are utilizing the Software within 10 days of written request.
Customer may permit third parties to use the Software as licensed Users for an associated Scope of Use that includes External Business Purposes, so long as the third parties have written agreements with Customer at least as protective of Looker's rights in the Software as this Agreement. Customer may not accept any terms or conditions on behalf of Looker that modify, alter, add to or change in any way the terms and conditions applicable to the Software or Services under the Agreement. Customer will be solely responsible to third parties for any warranties or other terms provided to them in excess of the warranty and support obligations in this Agreement and any acts, omissions, representations and/or breaches by any third party. Any third party's access to the Software may be terminated if such third party is found to be in breach of any term or condition under this Agreement.
In all cases, Customer's use is subject to the applicable Deployment Attributes, Scope of Use and other restrictions described on the Order Form. If Customer exceeds the Deployment Attributes, Customer will promptly notify Looker and pay Looker the additional fees due.

2.2 License to Make Customer Modifications. Looker further grants to Customer the right to modify and adapt Models for use as part of the Software. In all cases, Customer owns all Confidential Information used to prepare Models and Customer Modifications. Looker owns the underlying code as part of the Software.

2.3 License Term. Each license to the Software is granted for the time period specified in the Order Form pursuant to which the Software is provided to Customer, or if no such term is stated, then for one year, in either case subject to the provisions of this Agreement.

2.4 Renewal. The subscription term will automatically renew for additional one year periods unless either party notifies the other in writing at least 30 days prior to expiration of the then-current term, so long as Looker makes the Software available. Looker will invoice Customer for the subscription fees at the list prices in effect at the time of renewal.

2.5 Orders by Affiliates. Customer's Affiliates may subscribe to install or use the Software for their own defined Scope of Use and related Deployment Attributes on execution of additional Order Forms referencing this Agreement. On execution of an Order Form by Looker and the Affiliate, the Affiliate will be bound by the provisions of this Agreement as if it were an original party hereto.

2.6 Restrictions. Customer shall not, and shall not allow others to: cause or permit the reverse engineering, disassembly, or decompilation of any portion of any Software; remove any copyright notices or other proprietary notices or restrictions from the Software; disclose results of any benchmark or other performance tests related to the Software to any third party; use the Software or permit it to be used for purposes of product evaluation benchmarking or other comparative analysis intended for publication without Looker's prior written consent; or except as permitted by Section 2.1(b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes.

2.7 Ownership Rights.

What Looker Owns. The Software constitutes proprietary intellectual property of Looker and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Looker and its licensors retain all right, title and interest, including all intellectual property rights, in the Software (and any derivative works of or improvements to any of the foregoing created by or for Looker), Services and the Documentation. The terms "purchase" and "sale" in reference to the Software notwithstanding, it is expressly agreed by the parties that title to the Software does not pass to Customer and Customer's rights with respect to the Software will only be that of a licensee. Except as expressly provided herein, this Agreement does not grant Customer any rights under any of Looker's intellectual property rights. Looker retains all rights not explicitly granted herein.
What Customer Owns. Customer retains all rights to Customer Data. Looker disclaims all ownership and other rights as to Customer Data, except any limited rights granted by Customer to allow the Software to analyze Customer Data.

2.8 No Transfers. The Software and all licenses granted to Customer may not be transferred or redistributed to any third party, except in connection with a permissible assignment pursuant to Section 12.2.

3. SERVICES.

3.1 Enablement and Support Terms. Looker will provide the setup, training and installation Services on Exhibit A, (if indicated on the Order Form), and the technical support Services on Exhibit B.

3.2 Professional Services. If Customer requests that Looker provide other Services not described on an Order Form or in this Agreement (including exhibits), the parties will execute a separate Order Form or SOW to describe such Services, applicable fees and other relevant provisions.

3.3 Fees for Services. Customer shall pay Looker for the Services per the fees specified in the Order Form and each applicable SOW. Customer shall be responsible for reimbursement of Looker's out of pocket expenses incurred in performing the Services, including, but not limited to, expenses for airfare, lodging, meals and ground transportation, as well as all other travel related expenses ("Other Costs"). Looker will provide supporting documentation as requested.

4. INVOICING, PAYMENT AND RECORDS.

4.1 Fees, Taxes and Payment. Customer will pay Looker in U.S. Dollars the fees in the amounts and at the times specified on the Order Form. Unless otherwise stated, all fees are due 30 days from the date of Looker's invoice and all fees are non-cancelable and non-refundable. If payment is not received by the due date, Looker may suspend Customer's access to Software and the provision of Services until overdue amounts are paid in full. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on Looker's net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to Looker hereunder. If an applicable tax authority requires Looker to pay any taxes that should have been payable by Customer, Looker will advise Customer in writing, and Customer will promptly reimburse Looker for the amounts paid.

4.2 Reporting. On Looker's request not more than twice per year, Customer will provide to Looker a report listing the Deployment Attributes it is using for each Scope of Use. If Deployment Attributes are measurable by a ping from Looker's license server, the ping will serve as this report. Some Scopes of Use may require more frequent reporting, which will be specified on the applicable Order Form.

4.3 Additional Usage. Customer may add Users or increase other Deployment Attributes at any time during the term of the Agreement by executing a new Order Form identifying the additional Deployment Attributes and related pricing. The subscription term for the additional subscriptions will terminate on the same date as the pre-existing subscriptions. Customer understands and agrees that Customer will be charged a pro-rata fee for the initial month in which Deployment Attributes are added and for each of the monthly periods remaining in the then-current subscription term. Customer also understands and agrees that the Deployment Attributes purchased under a specific Order Form cannot be decreased during the relevant term set forth on such Order Form.

4.4 Audit. In order to confirm compliance with Deployment Attributes and Scope of Use, Looker may, at its expense and not more frequently than annually, audit Customer's records relating to Customer's use of the Software, and Customer agrees to reasonably cooperate with respect to any such audit. Any such audit shall be conducted with at least 30 days' notice, during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business. If the audit indicates a discrepancy in the fees payable to Looker greater than 5% of the amount paid by Customer for the period audited, Customer shall pay Looker's reasonable expenses of the audit in addition to any additional fees due.

5. CONFIDENTIALITY.

5.1 Confidential Information. Subject to the limitations set forth in Section 5.2, all information disclosed by one party to the other party during the term of this Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be "Confidential Information". The existence and terms of this Agreement are Confidential Information of both parties.

5.2 Exceptions. Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: publicly available through no act or omission of the receiving party; in the receiving party's lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; lawfully disclosed to the receiving party by a third party without restriction on disclosure; or independently developed by the receiving party without use of or access to the disclosing party's confidential information.

5.3 Nondisclosure. The parties agree, both during the term of this Agreement and for a period of five years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other's Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees and service providers performing services for the benefit of the receiving party who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall, to the extent permitted, promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information. This Section 5.3 shall not be construed as granting or conferring any rights to either party by license or otherwise, expressly or implicitly, to any Confidential Information.

6. LIMITED WARRANTIES AND EXCLUSIVE REMEDIES.

6.1 Authority. Each of Looker and Customer represents and warrants that: it has the full right, power and authority to enter into and fully perform this Agreement; the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; its entry herein does not violate any other agreement by which it is bound; and it is a legal entity in good standing in the jurisdiction of its formation and shall continuously remain in good standing during the term of this Agreement.

6.2 Software Warranty. Subject to Section 6.4, Looker warrants to Customer that during the term of the Agreement, Software will perform the material functions described in the applicable Documentation when used in the hardware, software and browser operating environment and connected to databases supported by Looker. Customer's sole and exclusive remedy for a breach of warranty contained in this Section 6.2 shall be to terminate the Agreement and have Looker refund to Customer the pro rata unused portion of any pre-paid fees.

6.3 Security. Looker will use procedural, technical, and administrative safeguards on its Software designed to ensure the confidentiality, security, integrity, availability, and privacy of Customer Confidential Information stored in the Software Instance. Notwithstanding any other provision of this Agreement or any other agreement related to the Software and Services, Looker will not be responsible for any breach or loss resulting from Customer's security configuration or administration of the Software, and will not be responsible for Software unavailability resulting from: non-Looker owned equipment or software, or connectivity errors arising from Customer's network or databases; Software maintenance; events outside Looker's control, including any force majeure event, Internet node or facility outage, AWS maintenance or outage, or problems beyond the demarcation point of Looker- managed Software hosting environments; or a suspension or remedial action described in this Agreement.

6.4 Warranty Exclusions. Looker is not obligated to correct errors caused by unauthorized modification to Software, Customer Modifications, by using Software other than as described in the Documentation, by non-Looker software, or by combining Software with any other hardware or software not authorized by Looker in writing.

6.5 Services Warranty. For breach of its Services obligations, Customer's exclusive remedy and Looker's entire liability will be reperformance of the applicable Service at issue.

6.6 NO IMPLIED WARRANTIES. THE WARRANTIES ABOVE ARE THE EXCLUSIVE WARRANTIES REGARDING THE SOFTWARE, TECHNICAL SUPPORT AND SERVICES AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES OF LOOKER, WHETHER EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.7 DISCLAIMER. LOOKER DOES NOT WARRANT THAT ANY SOFTWARE OR SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH CUSTOMER MAY SELECT FOR USE OR WITH ANY NON-LOOKER PROGRAMS USED BY CUSTOMER, THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE FEATURES OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE OR THAT ALL ERRORS IN THE SOFTWARE OR DOCUMENTATION WILL BE CORRECTED. LOOKER SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER'S PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS IN CUSTOMER'S JURISDICTION(S).

7. INFRINGEMENT INDEMNITY.

7.1 Indemnification by Looker. Looker at its own expense will defend or settle any claims, actions and demands brought by anyone other than a Customer Related Party (as defined below) against Customer and its Related Parties (collectively, the "Claims") where the third party expressly asserts that the Software infringes such third party's trademark or copyright arising under the laws of the United States, or Looker misappropriated such third party's trade secrets in the development of the Software. "Related Parties" means Affiliates, successors, assigns, members, shareholders, officers, directors and agents of Looker or Customer, as applicable. In the event that Looker believes the Software, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section 7.1 applies, then Looker may, in its discretion and at its sole expense: (1) procure for Customer the right to continue using such Software or any applicable part thereof, (2) replace such Software, or infringing part thereof, with a non-infringing version (or part thereof), (3) modify such Software, or infringing part thereof, so as to make it non-infringing, or (4) in the event that (1), (2) or (3) are not commercially feasible, then Customer shall have the right to terminate this Agreement solely with respect to the infringing Software or Services, and have Looker refund to Customer the pro rata unused portion of any pre-paid fees for such Software or Services. THIS SECTION 7.1 STATES LOOKER'S SOLE LIABILITY TO, AND CUSTOMER'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS OF ANY KIND IN CONNECTION WITH THE SOFTWARE OR SERVICES DELIVERED UNDER OR IN CONNECTION WITH THIS AGREEMENT.

7.2 Indemnification by Customer. Customer at its own expense will defend, indemnify and hold Looker and its Related Parties harmless against any liabilities, damages, fines, judgments, settlements, costs or expenses (including reasonable attorney's fees and disbursements) arising out of Claims made or brought by anyone other than a Looker Related Party alleging misappropriation, misuse or breach of applicable law related to Customer Data.

7.3 Indemnification Procedure. Promptly after a party seeking indemnification obtains knowledge of the existence or commencement of a Claim, the party to be indemnified will notify the other party of the Claim in writing; provided however, that the indemnifying party's indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by this failure to give notice. The indemnifying party will assume the sole control of defense and settlement of the Claim with counsel reasonably satisfactory to the indemnified party at the indemnifying party's risk and expense; provided, however, the indemnified party may join in the defense and settlement of the Claim and employ counsel at its own expense, and will reasonably cooperate with the indemnifying party in the defense and settlement of the Claim. The indemnifying party may not settle any Claim without the indemnified party's written consent unless the settlement (x) includes a release of all covered claims pending against the indemnified party; (y) contains no admission of liability or wrongdoing by the indemnified party; and (z) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items. If both the indemnified party and the indemnifying party are named parties in any action relating to the Claim and the counsel chosen by the indemnifying party cannot represent both the indemnified party and indemnifying party due to any present or potential conflict in representing the interests of both of them, then the indemnifying party will retain separate counsel for the indemnified party.

7.4 Indemnification Exclusions. Looker shall not have any indemnification obligation pursuant to this Agreement to the extent a claim is: based upon use of any version of Software other than the then-current, unaltered version, if infringement would have been avoided by use of a current, unaltered version thereof that has been made available to Customer; combination, operation or use of Software with software not supplied by Looker if infringement would not have occurred but for such combination; use of the Software in violation of this Agreement; modifications to the Software made by Customer; where Customer continues to use the Software after being notified of allegedly infringing activity or being informed of modifications that would have avoided the alleged infringement; or third party software, Customer software or Customer Data.

7.5 ENTIRE LIABILITY. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF THE INDEMNIFYING PARTY, AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY DESCRIBED IN THIS SECTION.

8. LIMITATION OF WARRANTIES AND LIABILITIES.

8.1 NO INDIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF SECTION 2, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS (INCLUDING THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR CUSTOMER'S USE OF OR INABILITY TO USE THE LICENSED TECHNOLOGY OR CUSTOMER MODIFICATIONS AND/OR CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF REVENUE, DATA OR DATA USE, EVEN IF THE PARTY AND/OR ITS LICENSORS HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 LIMIT ON DIRECT DAMAGES. EXCEPT FOR A BREACH BY CUSTOMER OF SECTION 2, THE AGGREGATE, CUMULATIVE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO LOOKER DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4.

8.3 Allocation of Risk. The provisions of this Agreement fairly allocate the risks between Looker, on the one hand, and Customer on the other. Customer acknowledges and agrees that the pricing reflects this allocation of risk and the limitation of liability specified herein, and that Looker would not enter into this Agreement without such allocation and limitation.

9. TERMINATION.

9.1 Termination for Breach. Either party may terminate this Agreement (including all related Order Forms) if the other party: fails to cure any material breach of this Agreement within 30 days after written notice of such breach; ceases operation without a successor; or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

9.2 Effect of Termination. Immediately on termination of this Agreement, Customer shall cease all use of the Software. Within ten business days following the termination date, Customer shall, at Looker's option, return to Looker or destroy (and certify to Looker in writing as to such destruction) all copies of the Software and Documentation and any other materials embodying or reflecting the Software and any other Looker Confidential Information. On termination or expiration of this Agreement or an Order Form other than termination by Customer for Looker's breach, Customer will immediately pay Looker, as liquidated damages, the remaining balance (if any) identified on the Order Form for the remainder of the subscription term.

9.3 Survival. Sections 2.5 through 2.8 and 4 through 12 of this Agreement shall survive any termination of this Agreement; provided that Sections 6 and 7 shall only survive to the extent applicable to a claim, other than with respect to confidentiality obligations, arising prior to the termination date.

10. EXPORT.

Customer acknowledges and agrees that the Software is subject to all applicable export control and economic sanctions laws and regulations, including, without limitation, those of the United States Government. Customer shall strictly comply with all applicable export control and economic sanctions laws and regulations related to the Software, including, without limitation, U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, the economic sanctions codified in 31 C.F.R. Part 500 et seq., and all licenses and authorizations issued under such laws and regulations. Customer shall fully cooperate with Looker in securing any export licenses and authorizations required under applicable export control and economic sanctions laws and regulations. Customer agrees that it shall not, and shall cause its representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any such Software, or any direct product thereof, to any prohibited or restricted destination, end-use or end-user, except in accordance with all relevant export control and economic sanctions laws and regulations. Customer shall make its records available to Looker upon reasonable request to permit Looker to confirm Customer's compliance with its obligations as set forth in this Section 10.

11. U.S. GOVERNMENT RIGHTS.

This section is applicable only if Customer is a US government agency or a contractor to a US government agency. The Software, and any related documentation contain commercial computer software and documentation which are proprietary data belonging solely to Looker and its licensors. Pursuant to DFARS 227.7202 or FAR 12.212, as applicable, the U.S. Government's right to use, reproduce or disclose the Software and any related documentation acquired under this Agreement is subject to the restrictions of this Agreement. The terms and conditions of this Agreement are fully applicable to the Government's use and disclosure of the Software and any related documentation and shall supersede any conflicting terms or conditions. No license of any kind is granted in the case of acquisitions which contain or are subject to the clause FAR 52-227.19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (JUNE 1987) or DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (OCT 1988) or any other clause which purports to grant to the government rights greater than, or additional to those, set forth in this Agreement.

12. GENERAL.

12.1 Integration; Severability. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof, including any NDAs or confidentiality agreements entered previously. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Looker in lieu of or in addition to Looker's Order Form, Customer's purchase order shall be binding only as to the following terms: the Software and Services ordered and the appropriately calculated fees due. Other terms shall be void.

12.2 Assignment. This Agreement may not be assigned by either party without the other party's prior written consent, whether by operation of law or otherwise, except that either party may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void. An assignee of Customer may use the Software only subject to the Deployment Attributes and Scope of Use applicable to the original Customer entity and other restrictions in effect prior to the assignment date. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.

12.3 Force Majeure. Neither party shall be liable to the other for its failure to perform its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control.

12.4 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement may be executed electronically or by written signature and delivered in multiple versions, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement.

12.5 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, United States of America without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement will be brought in the federal or state courts in the Northern District of California and Santa Clara County, California, U.S.A., and the parties agree to the exercise of jurisdiction by such courts. In the event of any action, suit or proceeding related to this Agreement, the prevailing party, in addition to its rights and remedies otherwise available, shall be entitled to receive reimbursement of reasonable attorney's fees and expenses and court costs.

12.6 Notices. All notices under this Agreement shall be sent in writing and shall be delivered by personal hand delivery, first class mail with return receipt, overnight mail by recognized commercial carrier with tracking receipt, or confirmed email or fax and copied by one of the methods described in (a), (b) or (c) above, to Customer at the address on the Order Form and to Looker at 101 Church St., Santa Cruz, CA 95060. Either party may update its address as described in this paragraph.

12.7 No Agency Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Customer and Looker.

12.8 Customer Identification. Customer agrees that Looker may identify customer as a user of Looker products and may use Customer's name and logo in Looker's customer list, press releases, blog posts, advertisements, and website.

12.9 Customer Story. Customer agrees to consider participating in the following co-marketing activities: press release (upon launch or other agreed-upon milestone), case study and video testimonial and Looker-sponsored and industry webinar and speaking engagements as may be invited by Looker, the participation, timing and content of which to be mutually agreed upon between Looker and Customer.

Exhibit A

Jumpstart Service Description

Overview

The objective of the Jumpstart Service is to help Customer rapidly learn to develop Models and use the Looker Software. Looker will assign a consultant to assess Customer's needs, then consult, train, and in some cases co-develop Models with Customer's Model owner.

Looker will provide subject matter expertise, working under the direction of Customer project managers and technical staff, as part of Customer project teams. Looker consultants will work to ensure the best application of Looker technology within these projects. Assistance and mentoring within and across project teams will be a priority of the Looker consultants in this engagement. This will include providing guidance to Customer around the design, development, testing and deployment of Customer's applications using Looker Software.

The Jumpstart Service is delivered remotely.

Approach

A Jumpstart Service typically has the following elements:

Kick-off Meeting
Model and Data Review
Developer Training
Recommendation Summary Report
Business User Training

Looker Responsibilities:

Provide a Project Management contact
Assign a consultant from Looker or an approved implementation partner
Coordinate regular status meetings and reports
Notify Customer immediately if there is an expected change in the level of effort required to successfully complete the Jumpstart Service
Provide a remote access learning environment if Customer's Looker Instance will not be used

Customer Responsibilities:

Ensure that data structures are finalized, and data is readily available by the date of the project kickoff meeting.
Supply remote access to the system via VPN technology and credentials, within 3 business days of the project kickoff meeting.
Ensure that personnel with appropriate skills and experience are available to meet with Looker as reasonably necessary, so the Jumpstart Services can be completed within 60 days of the purchase date.
Ensure that appropriate resources are engaged to resolve any issues due to problems in Customer's environment.
Notify Looker at least 12 hours in advance if a meeting or session needs to be rescheduled.

Project Constraints

The Looker professional services working day is eight hours, including reasonable time for meals. Looker expects that Customer personnel are available during normal working hours. Looker understands that occasions arise during customer engagements that require a longer or shorter working day.
Work is performed remotely from Looker's offices and will be coordinated with Customer to ensure timely delivery. Significant after-hours or any weekend work may result in additional fees. While none are expected in this engagement, Looker will advise Customer prior to incurring any such fees and obtain Customer's prior written consent before proceeding.
Jumpstart Service is scoped to be completed within 60 days of project kick-off and Looker allocates its enablement personnel accordingly. If Jumpstart is not completed within 90 days following kickoff Customer must elect to:
1. End the Jumpstart engagement and transition to support by Looker's customer success team, in accordance with Exhibit B; or
2. Execute a Statement of Work to extend the timeframe of the Jumpstart services. Additional fees may apply depending on the remaining work to complete the Jumpstart Service.

Scope of Work

The scope of the Jumpstart Service is limited to the elements listed above. Should Customer wish to expand the engagement, Looker will create a separate Statement of Work ("SOW") to outline the process, timeline and requirements for the additional services. Looker will provide the services specified in the SOW on a Time and Materials basis.

Travel and Expense

It is expected that the Jumpstart Service will be delivered remotely. If Looker incurs Other Costs in the performance of Services, Looker will make reasonable efforts to use travel services such as corporate air and hotel rates as requested by Customer. Customer will reimburse Looker such Other Costs as described in the Agreement, or if not described in the Agreement, Customer will reimburse Looker Other Costs within 30 days of Looker's invoice.

Exhibit B

LOOKER CUSTOMER SUPPORT PROGRAM

1. OVERVIEW

The Looker Customer Support Program provides technical assistance for the Looker Software, access to the Looker Documentation website and update/upgrade releases for Software.

2. CUSTOMER SUPPORT

Technical Assistance. Looker's Customer Support staff provides technical assistance to support the administration of the Looker Software. Customer Support does not include training.

Chat Availability. Looker Customer Support staff are available to designated contacts between 1am and 6pm Pacific Time, Monday through Friday excluding local holidays. Eligibility for chat support requires an active Looker User license and either of the following: completed training (including implementation training) or certified partner status including implementation training.

Language of Support. Unless specific arrangements are made in writing in advance, all customer support will be provided in English.

Scope of Support. Looker is not obligated to provide technical assistance if (a) the Software has not been used in a manner consistent with its documentation; (b) a non-Looker system on which Software is installed is not functioning properly or doesn't meet Looker's published specifications; (c) Software has been altered or modified by any party other than Looker; (d) Customer has not installed an upgrade, update or patch that Looker has recommended and made available; or (e) Looker is not able, after commercially reasonable efforts, to replicate any error or problem in the Software within the Looker Support laboratory environment. Looker does not provide support for third-party software or hardware.

3. ISSUE REPORTING

Issue Severity and Prioritization. Customer should determine the severity of a support issue based on the following classifications:

S1 - Critical: Complete loss of application functionality causing a critical impact on business operations.
S2 - Urgent: Software is operative but degraded causing a significant impact on business operation.
S3 - Tolerable: Software usable, non-critical functionality or components are affected, most operations are unaffected.
S4 - Question: Includes general questions, requests for documentation, or other non-critical system related issues. Operations are not affected.

Looker may reclassify the priority level upward or downward and modify the order, classifications and method of responding to and/or addressing such issues, if any, at any time.

Responses. During support hours, Looker will respond to S1 issues within 1 hour, S2 issues within 4 hours, and S3-S4 issues within one business day.

For urgent requests outside of normal business hours, Looker Customer Support is available via email at urgent@looker.com will respond to S1 issues within 2 hours and S2 issues within 6 hours.

The Looker response consists of either (i) Looker remediation of the support issue or (ii) confirmation that Looker has received the support issue reported and indication of active remediation efforts.

4. SOFTWARE UPDATES

During the term of the Looker subscription, Looker will notify Customer of new Software releases if and when they are made available. Software releases include Software version updates, feature releases, and patches.

For AWS-hosted instances, Looker will perform upgrade releases during designated upgrade windows. For Customer-hosted instances, Looker will notify Customer via email of new releases available for download. Customer may also contact Looker customer support directly during designated support hours for updates on new releases.

Software updates do not include products or features sold separately or new products and features that Looker may develop and release for additional fees. Customer may add such new functionality and/or features to the Services that it subscribes to upon payment of the additional fees. Customer agrees that its subscription license of is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by Looker with respect to future functionality or features.

Looker provides active support to the most recent minor release (e.g. 5.4), the previous two minor releases (e.g. 5.2, 5.0) and the most recent Extended Support Release. Beyond these releases, we consider versions End-of- Life (EOL) as designated by the Officially Supported Releases at www.looker.com/docs/supported-releases.