If you are accessing the Services as a customer of an unaffiliated Looker
reseller, the terms below do not apply to you, and your agreement with your
reseller governs your use of the Services.
If you signed an offline variant of this Agreement for use of the Services, the
terms below do not apply to you, and your offline terms govern your use of the
This Looker Agreement (the "Agreement") is made between Looker Data Sciences,
Inc. ("Looker"), with offices at 1600 Amphitheatre Parkway, Mountain View, CA
94043, and each party (a "Customer") that executes an Order Form for the Services.
Between Looker and Customer, the Agreement consists of these terms, addenda (if
applicable), each Order Form, including any statements of work, and each amendment
of any of the foregoing. This Agreement is effective as of the date of the last
signature appearing on Customer's initial Order Form (the "Effective Date").
1. Using the Services.
1.1. Use by Customer. Looker will provide the Services to Customer by (a)
providing access to an Instance for the Looker Hosted Deployment or (b) providing
a license key for the Customer Hosted Deployment. Customer may only use the
Services with databases and servers licensed and/or owned by Customer. Customer
may configure the Services subject to the defined Scope of Use and related
Deployment Attributes described in the Order Form.
1.2. Use by Affiliates. Customer's Affiliates may, upon executing a new
Order Form and agreeing to be bound by the provisions of the Agreement as if they
were an original party, use the Services subject to Customer's Scope of Use and
Deployment Attributes or purchase the Services for their own defined Scope of Use
and related Deployment Attributes.
1.3. External Business Users. If the Scope of Use described on the Order
Form includes PBL use, then Customer may permit its clients and third parties
(each a "PBL User" and collectively, "PBL Users") to use the Services as licensed
End Users, so long as the PBL Users have written agreements with Customer at least
as protective of Looker as the rights and obligations contained in the Agreement
and the applicable Order Form. Customer may not accept any terms or conditions on
behalf of Looker, including those that modify, add to or change in any way the
terms and conditions applicable to the Services. Customer will be solely
responsible to the PBL Users for any warranties or other terms provided to them in
excess of the warranties and obligations described in the Agreement. Any PBL
Users' access to the Services may be terminated by Looker, at any time, if such
PBL User is found to be in breach of the Agreement.
1.4. Beta Features. Beta Features made available by Looker are provided to
Customer for testing purposes only, and Looker does not make any commitment to
provide Beta Features in any future versions of the Services. Customer is not
obligated to use Beta Features. Looker may immediately and without notice remove
Beta Features for any reason without liability to Customer. Notwithstanding
anything to the contrary in the Agreement, Looker does not provide TSS and the
Data Processing and Security Terms do not apply to Beta Features. All Beta
Features are provided "AS IS" without warranty of any kind.
2. Technical Support. Looker will provide Looker Technical
Support Services to Customer during the Order Term in accordance with the Looker
Technical Support Services Guidelines.
3. Provision of Software. Looker may make Software available to
Customer in connection with Customer's use of the Services, including third-party
software. Some Software may be subject to third-party license terms, which can be
4. Ceasing Software Use. If the Agreement or the Order Form
terminates or expires, then Customer will stop using the Software.
5. Jumpstart Enablement Services. If Customer purchases
Jumpstart Enablement Services, such Jumpstart Enablement Services will be provided
in accordance with the Jumpstart Enablement Services Addendum, and specified in
the Order Form.
6. Professional Services. If Customer purchases PSO
Services, such PSO Services will be provided in accordance with the PSO Services
Addendum, and specified in the Order Form.
7. Customer Obligations.
7.1. Consents. Customer is responsible for any consents and notices
required to permit (a) Customer's use and receipt of the Services and (b) Looker's
accessing, storing, and processing of data provided by Customer under the
7.2. Compliance. Customer will (a) ensure that Customer and its End Users'
use of the Services complies with the Agreement, (b) use commercially
reasonable efforts to prevent and terminate any unauthorized access or use of
the Services, and (c) promptly notify Looker of any unauthorized use of, or
access to, the Services of which Customer becomes aware.
7.3. Customer Responsibilities. Customer will be solely responsible, and
Looker disclaims responsibility for, any acquisition, implementation, support or
maintenance of third-party products or services purchased by Customer that may
interoperate with the Services.
7.4. Use Restrictions. Customer will not, and will not allow End Users to,
(a) copy, modify, create a derivative work of, reverse engineer, decompile,
translate, disassemble, or otherwise attempt to extract any of the source code
of the Services (except to the extent such restriction is expressly prohibited
by applicable law); (b) sell, resell, sublicense, transfer, or distribute the
Services; (c) access or use the Services (i) for High Risk Activities; (ii) in a
manner intended to avoid incurring fees; (iii) for materials or activities that
are subject to the International Traffic in Arms Regulations (ITAR) maintained
by the United States Department of State; (iv) in a manner that breaches, or
causes the breach of, Export Control Laws; or (v) to transmit, store, or process
health information subject to United States HIPAA regulations except as
permitted by an executed HIPAA BAA; (d) remove any copyright notices, trademarks
or other proprietary notices or restrictions from the Services; (e) provide the
Services on a time sharing, hosting, service provider or other similar basis;
(f) copy any features, functions or graphics of the Services for any purpose
other than what is expressly authorized under the Agreement; (g) share the
log-on credentials for each End User with others; (h) circumvent any of the
Services technical measures or (i) use the Services, or permit it to be used, for
purposes of evaluation benchmarking, performance tests or other comparative
analysis intended for publication or disclosure to third parties.
8. Data Processing and Security. To the extent Customer provides
Looker with access to Customer Data under this Agreement, the following will
8.1. Protection of Customer Data. Looker will only access or use
Customer Data to provide the Services and TSS ordered by Customer to Customer
and will not use it for any other Looker products, services, or advertising.
Looker has implemented and will maintain administrative, physical, and technical
safeguards designed to protect the confidentiality, security, integrity,
availability, and privacy of Customer Data stored in the Instance, as further
described in the Data Processing and Security Terms. Notwithstanding any other
provision of the Agreement or any other agreement related to the Services,
Looker will not be responsible for any breach or loss resulting from Customer's
security configuration or administration of the Services.
8.2. Data Processing and Security Terms. The Data Processing and
Security Terms are incorporated by reference into this Agreement.
9. Updates to Services and Terms.
9.1. Changes to Services.
- Limitations on Changes. Looker may update the Services, provided
the updates do not result in a material reduction of the functionality,
performance, availability, or security of the Services.
- Discontinuance. Looker will notify Customer at least 12 months before
discontinuing any Service (or associated material functionality), unless Looker
replaces such discontinued Service or functionality with a materially similar
Service or functionality.
- Support. Looker will continue to provide product and security updates,
and TSS, until the conclusion of the applicable notice period under subsection
9.2. Changes to Terms. Looker may update the URL Terms, provided the
updates do not (a) result in a material degradation of the overall security of the
Services, (b) expand the scope of or remove any restrictions on Looker's
processing of Customer Data as described in the Data Processing and Security
Terms (if applicable), or (c) have a material adverse impact on Customer's
rights under the URL Terms. Looker will notify Customer of any material updates
to URL Terms.
9.3. Permitted Changes. Sections 9.1 (Changes to Services) and 9.2
(Changes to Terms) do not limit Looker's ability to make changes required to
comply with applicable law or address a material security risk, or that are
applicable to Beta Features or new or pre-general availability Services,
offerings, or functionality.
10. Temporary Suspension.
10.1. Services Suspension. Looker may Suspend Services if (a) necessary to
comply with law or protect the Services or Looker's infrastructure supporting
or (b) Customer or any End User's use of the Services does not comply with the
AUP, and it is not cured following notice from Looker.
10.2. Limitations on Services Suspensions. If Looker Suspends Services
under Section 10.1 (Services Suspension), then (a) Looker will provide Customer
notice of the cause for Suspension without undue delay, to the extent legally
permitted, and (b) the Suspension will be to the minimum extent and for the
shortest duration required to resolve the cause for Suspension.
11. Payment Terms.
11.1. Payment. Looker will invoice Customer for the Fees for the Services
and TSS. Customer will pay Looker all invoiced amounts by the Payment Due Date.
Unless otherwise provided in the Agreement or required by law, Fees for Services
are non-refundable. All payments are due in the currency described in the
invoice. Wire transfer payments must include the bank information described in
11.2. Usage and Invoicing. Looker's measurement tools will be used to
determine Customer's usage of the Services. Each invoice will include data in
sufficient detail to allow Customer to validate the Services purchased and
associated Fees. If Customer exceeds the number of End Users, Scope of Use, or
Deployment Attributes, Customer or Looker will, upon becoming aware, promptly
notify the other party and the parties agree to discuss in good faith the
additional fees due by Customer to Looker for such over-deployment. The agreed
upon additional fees associated with the over-deployment will be memorialized
in a new Order Form.
11.3. Additional Usage. Customer may purchase additional Deployment
Attributes (including adding End Users) during an Order Term by executing an
additional Order Form. Such purchase will have a pro-rated term ending on the
last day of the applicable Order Term. Deployment Attributes cannot be decreased
during the Order Term.
11.4. Taxes. Looker will itemize any invoiced Taxes. Customer will pay
invoiced Taxes unless Customer provides a valid tax exemption certificate.
Customer may withhold Taxes if Customer provides a valid receipt evidencing the
11.5. Invoice Disputes. Customer must submit any invoice disputes to
email@example.com before the Payment Due Date. If the parties determine
that Fees were incorrectly invoiced, then Looker will issue a credit equal to the
11.6. Overdue Payments.
- If Customer's payment is overdue, then Looker may (i) charge interest on
overdue amounts at 1.5% per month (or the highest rate permitted by law, if
less) from the Payment Due Date until paid in full, and (ii) Suspend the
- Customer will reimburse Looker for all reasonable expenses (including
attorneys' fees) incurred by Looker in collecting overdue payments except
where such payments are due to Looker's billing inaccuracies.
11.7. Suspension for Overdue Payment. Looker may Suspend the Services
under Section 11.6 (Overdue Payments) only if Customer's payment is overdue for
more than 14 days after the Payment Due Date. Looker will notify Customer at
least 7 days before suspension.
11.8. Purchase Orders. If Customer requires a purchase order number on its
invoice, Customer will provide a purchase order number in the Order Form. If
Customer does not provide a purchase order number, then (a) Looker will invoice
Customer without a purchase order number, and (b) Customer will pay invoices
without a purchase order number referenced. Any terms on a purchase order are
11.9. Services Use Review. On Looker's request, but not more than four
times per year, Customer will provide to Looker a report listing the Deployment
Attributes it is using for each Scope of Use (including, if applicable, the
number of PBL Users using the Services) and the Instance(s) deployed and related
license key(s). If Deployment Attributes are measurable by a ping from Looker's
license server, the ping will serve as this report. If there is a discrepancy
between the Scope of Use or the Deployment Attributes purchased by Customer and
Customer's actual usage, Looker may, at its expense and not more frequently
than once per calendar year, review Customer's records relating to Customer's
use of the Services. Any such review will be conducted with prior written
notice, during regular business hours at Customer's premises and will not
unreasonably interfere with Customer's business. If the review indicates an
underpayment, Customer will pay the additional fees associated with the
underpayment. If the underpayment is greater than 5% of the amount paid by
Customer for the review period, Customer will also pay Looker's reasonable
expenses of the review.
12. Intellectual Property.
12.1. Intellectual Property Rights. Except as expressly described in this
Agreement, the Agreement does not grant either party any rights, implied or
otherwise, to the other's content or Intellectual Property. As between the
parties, Customer retains all Intellectual Property Rights in Customer Data and
Looker retains all Intellectual Property Rights in the Services and Software.
12.2. Feedback. At its option, Customer may provide feedback and
suggestions about the Services to Looker ("Feedback"). If Customer provides
Feedback, then Looker and its Affiliates may use that Feedback without restriction
and without obligation to Customer.
13.1. Use and Disclosure of Confidential Information. The Recipient will
only use the Disclosing Party's Confidential Information to exercise its rights
and fulfill its obligations under the Agreement, and will use reasonable care to
protect against the disclosure of the Disclosing Party's Confidential Information.
Notwithstanding any other provision in the Agreement, the Recipient may disclose
the Disclosing Party's Confidential Information (a) to its Delegates who have a
need to know and who are bound by confidentiality obligations at least as
protective as those in this Section 13 (Confidentiality); (b) with the Disclosing
Party's written consent; or (c) as strictly necessary to comply with Legal
Process, provided the Recipient promptly notifies the Disclosing Party prior to
such disclosure unless the Recipient is legally prohibited from doing so. The
Recipient will comply with the Disclosing Party's reasonable requests to oppose
disclosure of its Confidential Information.
13.2. Redirect Disclosure Request. If the Recipient receives Legal Process
for the Disclosing Party's Confidential Information, the Recipient will first
attempt to redirect the third party to request it from the Disclosing Party
directly. To facilitate this request, the Recipient may provide the Disclosing
Party's basic contact information to the third party.
14. Marketing and Publicity. Each party may use the other
party's Brand Features in connection with the Agreement as permitted in the
Agreement. Customer may state publicly that it is a Looker customer and display
Looker Brand Features in accordance with the Trademark Guidelines. Customer and
Looker may work together on an announcement of Customer being a Looker customer,
which would take place on a mutually agreed upon date. Additionally, with prior
written consent, the parties may engage in joint marketing activities such as
customer testimonials, announcements, press engagements, public speaking events,
and analyst interviews. A party may revoke the other party's right to use its
Brand Features with 30 days' written notice. Any use of a party's Brand Features
will inure to the benefit of the party holding Intellectual Property Rights to
those Brand Features.
15. Representations and Warranties. Each party represents and
warrants that it (a) has full power and authority to enter into the Agreement and
(b) will comply with all laws and regulations applicable to its provision,
receipt, or use of the Services, as applicable.
16. Disclaimer. Except as expressly provided for in the Agreement, to the
fullest extent permitted by applicable law, Looker (a) does not make any
warranties of any kind, whether express, implied, statutory, or otherwise,
including warranties of merchantability, fitness for a particular use,
noninfringement, or error-free or uninterrupted use of the Services or Software
and (b) makes no representation about content or information accessible through
17.1. Looker Indemnification Obligations. Looker will defend Customer and
its Affiliates participating under the Agreement ("Customer Indemnified Parties"),
and indemnify them against Indemnified Liabilities in any Third-Party Legal
Proceeding to the extent arising from an allegation that the Customer Indemnified
Parties' use of Looker Indemnified Materials infringes the third party's
Intellectual Property Rights.
17.2. Customer Indemnification Obligations. Customer will defend Looker
and its Affiliates and indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from (a) any Customer
Indemnified Materials or (b) Customer's or an End User's use of the Services in
breach of the AUP or the Use Restrictions.
17.3. Indemnification Exclusions. Sections 17.1 (Looker Indemnification
Obligations) and 17.2 (Customer Indemnification Obligations) will not apply to
the extent the underlying allegation arises from (a) the indemnified party's
breach of the Agreement or (b) a combination of the Looker Indemnified Materials
or Customer Indemnified Materials (as applicable) with materials not provided by
the indemnifying party under the Agreement, unless the combination is required by
17.4. Indemnification Conditions. Sections 17.1 (Looker Indemnification
Obligations) and 17.2 (Customer Indemnification Obligations) are conditioned on
- The indemnified party must promptly notify the indemnifying party in
writing of any allegation(s) that preceded the Third-Party Legal Proceeding
and cooperate reasonably with the indemnifying party to resolve the
allegation(s) and Third-Party Legal Proceeding. If breach of this Section
17.4(a) prejudices the defense of the Third-Party Legal Proceeding, the
indemnifying party's obligations under Section 17.1 (Looker Indemnification
Obligations) or 17.2 (Customer Indemnification Obligations) (as applicable)
will be reduced in proportion to the prejudice.
- The indemnified party must tender sole control of the indemnified portion
of the Third-Party Legal Proceeding to the indemnifying party, subject to
the following: (i) the indemnified party may appoint its own non-controlling
counsel, at its own expense; and (ii) any settlement requiring the
indemnified party to admit liability, pay money, or take (or refrain from
taking) any action, will require the indemnified party's prior written
consent, not to be unreasonably withheld, conditioned, or delayed.
- If Looker reasonably believes the Services might infringe a third party's
Intellectual Property Rights, then Looker may, at its sole option and expense,
(i) procure the right for Customer to continue using the Services, (ii) modify
the Services to make them non-infringing without materially reducing their
functionality, or (iii) replace the Services with a non-infringing, functionally
- If Looker does not believe the remedies in Section 17.5(a) are commercially
reasonable, then Looker may Suspend or terminate the impacted Services.
17.6. Sole Rights and Obligations. Without affecting either party's
termination rights, this Section 17 (Indemnification) states the parties' sole
and exclusive remedy under the Agreement for any third-party allegations of
Intellectual Property Rights infringement covered by this Section 17
18.1. Limited Liabilities.
- To the extent permitted by applicable law and subject to Section
18.2 (Unlimited Liabilities), neither party will have any Liability arising out
of or relating to the Agreement for any
- indirect, consequential, special, incidental, or punitive
- lost revenues, profits, savings, or goodwill.
- Each party's total aggregate Liability for damages arising out of or
relating to the Agreement is limited to the Fees Customer paid during the 12
month period before the event giving rise to Liability.
18.2. Unlimited Liabilities. Nothing in the Agreement excludes
or limits either party's Liability for:
- death, personal injury, or tangible personal property damage resulting
from its negligence or the negligence of its employees or agents;
- its fraud or fraudulent misrepresentation;
- its obligations under Section 17 (Indemnification);
- its infringement of the other party's Intellectual Property Rights;
- its payment obligations under the Agreement; or
- matters for which liability cannot be excluded or limited under
19. Term and Termination.
19.1. Agreement Term. The Agreement is effective from the Effective Date
until it is terminated in accordance with its terms (the "Term").
19.2. Termination for Convenience. Subject to any financial commitments
in an Order Form or addendum to the Agreement, Customer may terminate the
Agreement or an Order Form for convenience with 30 days' prior written notice
19.3. Termination for Breach.
- Termination of an Order Form. Either party may terminate an Order Form
if the other party is in material breach of this Agreement and fails to cure
that breach within 30 days after receipt of written notice.
- Termination of the Agreement. Either party may terminate the Agreement
if the other party (i) is in material breach of the Agreement and fails to cure
that breach within 30 days after receipt of written notice, (ii) ceases its
business operations, or (iii) becomes subject to insolvency proceedings and such
proceedings are not dismissed within 90 days.
19.4. Effects of Termination. If the Agreement terminates, then all Order
Forms also terminate. If an Order Form terminates, then after that Order Form's
termination or expiration effective date, (a) all rights and access to the
Services under that Order Form will terminate and (b) Looker will send Customer
a final invoice for payment obligations under that Order Form. Termination or
expiration of one Order Form will not affect other Order Forms.
19.5. Survival. The following Sections will survive expiration or
termination of the Agreement: Section 11 (Payment Terms), Section 12 (Intellectual
Property), Section 13 (Confidentiality), Section 16 (Disclaimer), Section 17
(Indemnification), Section 18 (Liability), Section 19.4 (Effects of Termination),
Section 20 (Miscellaneous), and Section 21 (Definitions).
19.6. Termination of Previous Agreements. If Looker and Customer have
previously entered into an agreement with Looker for products or services, then
that agreement will terminate on the Services Start Date, and this Agreement will
govern the provision and use of the Services going forward.
20.1. Notices. Looker will provide notices under the Agreement to
Customer by sending an email to the Notification Email Address. Customer will
provide notices under the Agreement to Looker by sending an email to
firstname.lastname@example.org. Notice will be treated as received when the email
is sent. Customer is responsible for keeping its Notification Email Address
current throughout the Term.
20.2. Emails. The parties may use emails to satisfy written approval and
consent requirements under the Agreement.
20.3. Assignment. Neither party may assign the 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 the Agreement, (b) the assigning
party remains liable for obligations under the Agreement if the assignee defaults
on them, and (c) the assigning party has notified the other party of the
assignment, and (d) if the Customer is the assigning party, the assignee is
established in the same country as Customer. Any other attempt to assign is
20.4. Change of Control. If a party experiences a change of Control other
than an internal restructuring or reorganization, then (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 the Agreement any time within 30
days after it receives that written notice.
20.5. 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,
20.6. Subcontracting. Looker may subcontract obligations under the
Agreement but will remain liable to Customer for any subcontracted obligations.
20.7. No Agency. The Agreement does not create any agency, partnership, or
joint venture between the parties.
20.8. No Waiver. Neither party will be treated as having waived any
rights by not exercising (or delaying the exercise of) any rights under the
20.9. Severability. If any part of the Agreement is invalid, illegal, or
unenforceable, the rest of the Agreement will remain in effect.
20.10. No Third-Party Beneficiaries. The Agreement does not confer any
rights or benefits to any third party unless it expressly states that it does.
20.11. Equitable Relief. Nothing in the Agreement will limit either
party's ability to seek equitable relief.
20.12. Governing Law. All claims arising out of or relating to the
Agreement or the Services will be governed by California law, excluding that
state's conflict of laws rules, and will be litigated exclusively in the federal
or state courts of Santa Clara County, California; the parties consent to personal
jurisdiction in those courts.
20.13. Amendments. Except as specifically described otherwise in the
Agreement, any amendment to the Agreement must be in writing, expressly state
that it is amending the Agreement, and be signed by both parties.
20.14. Independent Development. Nothing in the Agreement will be
construed to limit or restrict either party from independently developing,
providing, or acquiring any materials, services, products, programs, or technology
that are similar to the subject of the Agreement, provided that the party does not
breach its obligations under the Agreement in doing so.
20.15. Entire Agreement. The Agreement states all terms agreed between the
parties, and supersedes any prior or contemporaneous agreements between the
parties relating to the subject matter of the Agreement. In entering into the
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 described in the Agreement.
The Agreement includes URL links to other terms (including the URL Terms), which
are incorporated by reference into the Agreement.
20.16. Conflicting Terms. If there is a conflict among the documents that
make up this Agreement, then the documents will control in the following order:
the applicable Order Form, the Agreement, and the URL Terms.
20.17. Conflicting Languages. If the Agreement is translated into any
other language, and there is a discrepancy between the English text and the
translated text, the English text will control.
20.18. Counterparts. The parties may execute the Agreement in
counterparts, including facsimile, PDF, and other electronic copies, which taken
together will constitute one instrument.
20.19. Electronic Signatures. The parties consent to electronic
20.20. Headers. Headings and captions used in the Agreement are for
reference purposes only and will not have any effect on the interpretation of the
"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
"BAA" or "Business Associate Agreement" is an amendment to the
Agreement covering the handling of Protected Health Information (as defined in
"Beta Features" means any Services features or functionality which Looker
may make available to Customer to try at no additional cost, and which is
designated as beta, trial, non-production or another similar designation.
"Brand Features" means each party's trade names, trademarks, logos,
domain names, and other distinctive brand features.
"Customer Data" means (a) all data in Customer's databases provided to
Looker 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
third-party data center. A Customer Hosted Deployment includes the In-Product
"Customer Indemnified Materials" means Customer Data and Customer Brand
"Confidential Information" means information that one party or its
Affiliate ("Disclosing Party") discloses to the other party ("Recipient") under
the 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.
"Data Processing and Security Terms" means the then-current terms
describing data processing and security obligations with respect to Customer
Data described at
"Delegates" means the Recipient's employees, Affiliates, agents, or
"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.
"Documentation" means the user guides and manuals for the Services
provided by Looker for Customer's own internal use.
"End User" or "Customer End User" means an individual that Customer
permits to use the Services.
"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" 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 ordered by Customer
multiplied by the Prices, plus any applicable Taxes.
"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.
"Indemnified Liabilities" means any (a) settlement amounts approved by the
indemnifying party, and (b) damages and costs finally awarded against the
indemnified party and its Affiliates by a court of competent jurisdiction.
"In-Product Services" means the services hosted and made accessible by
Looker through the Software, specifically licensing data, configuration backups,
system error reports, data actions and support tickets.
"Instance" means one single configuration of the Software's administrative
settings and Looker application database, subject to the platform restrictions
detailed in the Order Form. Each Instance requires a unique Looker license key to
operate. Multiple identically configured Looker 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.
"Jumpstart Enablement Services" means enablement and training services
described in the Jumpstart Enablement Services Addendum. Jumpstart Enablement
Services do not include PSO Services.
"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
"Looker Hosted Deployment" means the Software installed by Looker on a web
connected platform that is run in a third-party hosting facility designated by
Looker. A Looker Hosted Deployment includes the In-Product Services.
"Looker Indemnified Materials" means Looker's technology used to provide
the Services and Looker's Brand Features.
"Looker Technical Support Services" or "TSS" means the then-current
technical support service provided by Looker 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 Looker to Customer
"Notification Email Address" means the email address(es) designated by
Customer in the Order Form.
"Order Form" means an order form issued by Looker and executed by
Customer and Looker specifying the Services Looker will provide to Customer under
"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 the Agreement.
"Payment Due Date" means 30 days from the invoice date.
"PBL" means "Powered by Looker" and is used to describe the use of
the Services for External Business Purposes.
"Prices" means the then-current applicable prices for the Services agreed
to by Looker and Customer in an Order Form or amendment to this Agreement.
Prices do not include Taxes.
"PSO Services" means advisory and consulting services described in the PSO
Addendum. PSO Services do not include Jumpstart Enablement Services.
"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 Start Date" means either the start date described in the Order
Form or, if none is specified in the Order Form, the date Looker makes the
Services available to Customer.
"SLA" means the then-current service level agreements applicable to the
Looker Hosted Deployment only, described at
"Software" means any downloadable tools, including the licensed Looker
data platform, and any other computer software provided by Looker for use in
connection with the Services, and any copies, modifications, derivative works or
enhancements there to.
"Suspend" or "Suspension" means disabling access to or use of the
Services or components of the Services.
"Taxes" means all government-imposed taxes, except for taxes based on
Looker'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
"Trademark Guidelines" means Looker's Brand Terms and Conditions
"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 7.4 (Use
Jumpstart Enablement Services
This Jumpstart Enablement Services Addendum (the "Jumpstart Enablement Addendum")
supplements and is incorporated into the Agreement between Looker and Customer.
Terms defined in the Agreement apply to this Jumpstart Enablement Addendum.
1. Project Overview.
1.1. Objective. Jumpstart Enablement Services are designed to help
Customer learn to use the Services. Jumpstart Enablement Services include the
- kick-off meeting;
- Software and data review;
- Developer training;
- Recommendation summary report; and
- Business user training.
1.2. Deliverables and Acceptance. There are no formal deliverables or
acceptance criteria. Work is deemed accepted as it is performed.
2. Roles and Responsibilities.
2.1. Looker Responsibilities. Looker will assign an individual to assess
Customer's needs and train Customer on how to use the Services (the "Looker
POC"). The Looker POC will work with Customer's project manager to provide
guidance to Customer on design, development, testing and deployment of
Customer's applications using the Services.
2.2. Customer Project Manager. Customer will assign a project manager who
will be responsible for coordinating Customer resources and ensuring that any
required resources are made available to Looker to ensure timely delivery of the
Jumpstart Enablement Services. Customer's project manager must have reasonable
decision-making authority for work associated with the Jumpstart Enablement
2.3. Customer Data Analyst. Customer will assign a data analyst(s) who
will work with the Looker POC. Customer's data analyst(s) must have the
appropriate technical skill set to deliver upon any work associated with the
Jumpstart Enablement Services.
3. No Personal Data. Customer acknowledges that Looker does not
need to process Personal Data to perform the Jumpstart Enablement Services.
Customer will not provide Looker with access to Personal Data unless the parties
have agreed in a separa te agreement on the scope of work and any terms applicable
to Looker's processing of such Personal Data.
4. Issue Resolution. A party will notify the other party of any
issue that may risk completion of the Jumpstart Enablement Services. The parties
agree to work in good faith to resolve any issue in a timely manner. Issues will
be resolved by the Looker POC and Customer's project manager. The parties agree to
escalate any issue(s) unresolved by the Looker POC and Customer's project manager
to senior management.
5. Payment. Unless stated otherwise in the Order Form, Jumpstart
Enablement Services Fees will be invoiced upon execution of an Order Form.
6. Project Term and Modifications.
6.1. Term. The Jumpstart Enablement Services will be completed within
sixty (60) days of the kick off meeting. If in Looker's reasonable discretion, the
Jumpstart Enablement Services are not completed within the timeframe specified
herein, the Jumpstart Enablement Services will: (a) end and be considered
completed, and Customer will transition to TSS for any further assistance
needed or (b) Customer will execute an additional Order Form, subject to
additional fees, to extend the timeframe for the Jumpstart Enablement Services.
6.2. Kick-Off Notice. Looker requires at least three (3) business days
advance notice by Customer prior to the kick-off meeting.
6.3. Location. Unless otherwise stated in an Order Form, the Jumpstart
Enablement Services will be performed remotely by the Looker POC. If Looker
agrees to perform the Jumpstart Enablement Services at Customer's facilities,
then (a) additional expenses may apply, and (b) Looker will comply with
Customer's reasonable onsite policies and procedures made known to Looker in
writing in advance.
6.4. Hours of Operation. The Jumpstart Enablement Services will be
performed during Looker's business hours, based on the location of the Looker
7. Additional Definition.
"Personal Data" means personal data that (a) has the meaning given to it
in the General Data Protection Regulation (EU) 2016/679 of the European
Parliament and of the Council of April 27, 2016 ("GDPR") and (b) would cause
Looker to be subject to GDPR as a data processor for Customer.
PSO Services Addendum
This Professional Services Addendum (the "PSO Addendum") supplements and is
incorporated into the Agreement between Looker and Customer. This PSO Addendum
applies to the advisory and consulting services described in this PSO Addendum
that are designed to help Customer use the Services described in the Agreement.
Terms defined in the Agreement apply to this PSO Addendum.
1. PSO Services.
1.1. Provision of PSO Services. Looker will provide PSO Services to
Customer, subject to Customer fulfilling its obligations under Section 2.1
1.2. Deliverables and Acceptance. There are no formal deliverables or
acceptance criteria. PSO Services are deemed accepted as performed.
1.3. Invoices and Payment. Unless stated otherwise in an Order Form, all
Fees for PSO Services ordered under this PSO Addendum will be invoiced upon
execution of the Order Form.
1.4. Personnel. The parties will determine which respective Personnel will
be designated to engage with the other party to perform the PSO Services. If
either party requests a change of Personnel and provides a reasonable and legal
basis for such request, then the requested party will use commercially
reasonable efforts to replace the assigned Personnel with alternative Personnel.
1.5. Location. The PSO Services, unless otherwise stated in an Order Form,
will be performed remotely by Looker Personnel. If Looker agrees to perform
PSO Services at Customer's facilities, then (1) additional expenses may apply
and (2) Looker will comply with Customer's reasonable onsite policies and
procedures made known to Looker in writing in advance.
1.6. Hours of Operation. The PSO Services will be performed during
Looker's business hours, based on the location of assigned Looker Personnel.
2. Customer Obligations.
2.1. Cooperation. Customer will provide reasonable and timely cooperation
in connection with Looker's provision of the PSO Services. Looker will not be
liable for a delay caused by Customer's failure to provide Looker with the
information, materials, consents, or access to Customer facilities, networks,
or systems required for Looker to perform the PSO Services. If Looker informs
Customer of such failure and Customer does not cure the failure within 30 days,
then (a) Looker may terminate any incomplete PSO Services and (b) in addition to
Fees in Section 7(b) (Effect on Payment), Customer will pay actual costs
incurred by Looker for the cancelled PSO Services.
2.2. No Personal Data. Customer acknowledges that Looker does not need to
process Personal Data to perform the PSO Services. Customer will not provide
Looker with access to Personal Data unless the parties have agreed in a
separate agreement on the scope of work and any terms applicable to Looker's
processing of such Personal Data.
3. Intellectual Property.
3.1. Background IP. Customer owns all rights, title, and interest in
Customer's Background IP. Looker owns all rights, title, and interest in
Looker's Background IP. Customer grants Looker a license to use Customer's
Background IP to perform the PSO Services (with a right to sublicense to
Affiliates and subcontractors). Except for the license rights under Section 3.2
(Looker Technology), neither party will acquire any right, title, or interest
in the other party's Background IP under this PSO Addendum.
3.2. Looker Technology. Looker owns all rights, title, and interest in
Looker Technology. To the extent Looker Technology is incorporated into any PSO
Services project, Looker grants Customer a limited, worldwide, non-exclusive,
non-transferable license (with the right to sublicense to Affiliates) to use
the Looker Technology in connection with the project for Customer's Internal
Business Purposes and, if applicable, its External Business Purposes, in
conjunction with use of the Services during the Order Term. This PSO Addendum
does not grant Customer any right to use materials, products, or services that
are made available to Looker customers under a separate agreement, license, or
4. Warranties and Remedies.
4.1. Looker Warranty. Looker will perform the PSO Services in a
professional and workmanlike manner, in accordance with practices used by other
service providers performing services similar to the PSO Services. Looker will use
Personnel with requisite skills, experience, and qualifications to perform the
4.2. Remedies. Looker's entire liability and Customer's sole remedy for
Looker's failure to provide PSO Services that conform with Section 4.1
(Looker Warranty) will be for Looker to use commercially reasonable efforts
to re-perform the PSO Services. Any claim that Looker has breached the
warranty as described in Section 4.1 (Looker Warranty) must be made within 30
days after Looker has performed the PSO Services.
5.1. Indemnification Exclusions. Sections 17.1 (Looker Indemnification
Obligations) and 17.2 (Customer Indemnification Obligations) in the Agreement
will not apply to the extent the underlying allegation arises from (a)
modifications to the Looker Indemnified Materials or Customer Indemnified
Materials (as applicable) by anyone other than the indemnifying party or (b)
compliance with the indemnified party's instructions, design, or request for
5.2. Infringement Remedies. Section 17.5 (Remedies) in the Agreement also
apply to the PSO Services project.
5.3. Indemnified Materials. For the purposes of Section 17
(Indemnification) in the Agreement, "Customer Indemnified Materials" and "Looker
Indemnified Materials" have the meanings set forth in Section 12 (Additional
Definitions) in this PSO Addendum.
6. PSO Services Term and Modifications.
6.1. Term. The Term of the PSO Services will be designated in the Order
6.2. Change Order. If Customer requires changes to the scope or timing of
the PSO Services, Customer agrees to discuss such changes with Looker. If
Looker, in its sole discretion, agrees to modify the scope of the PSO Services,
the parties agree to work in good faith to memorialize the changes in an
amended Order Form.
7. Effects of Termination. If this PSO Addendum or an Order Form
under this PSO Addendum expires or terminates, then:
- Effect on PSO Services. The rights under the Agreement granted by one
party to the other regarding the PSO Services will cease immediately except
as described in this Section 7 (Effects of Termination), and Looker will stop
work on the PSO Services.
- Effect on Payment. Customer will pay for (i) PSO Services, including
work-in-progress, performed before the effective date of termination or
expiration and (ii) any remaining non-cancellable Fees. Looker will send
Customer a final invoice for payment obligations under the Order Form.
- Survival. The following Sections of this PSO Addendum will survive
expiration or termination of this PSO Addendum: 3 (Intellectual Property), 5
(Indemnification), 7 (Effects of Termination), and 12 (Additional
8. Issue Resolution. Each party's respective Personnel will
notify the other party of any issues that may risk completion of the PSO Services.
The parties agree to work in good faith to resolve any issue in a timely manner.
The parties agree to escalate any issue(s) unresolved by Personnel to senior
9. Hardware Assessment. If Customer requests Looker to provide
a sizing and performance evaluation of hardware as part of the PSO Services, as
described in the Order Form, Customer acknowledges and agrees that such evaluation
shall be provided by Looker on an advisory and informational basis and Customer
will remain solely responsible for ensuring that the platform's hardware capacity
and scalability meets the requisite requirements.
10. Insurance. During the Term of the Agreement, each party will
maintain, at its own expense, appropriate insurance coverage applicable to
performance of the party's respective obligations under the Agreement, including
general commercial liability, workers' compensation, automobile liability, and
11. Termination of Previous Agreements. If Looker and Customer
have previously entered into an agreement for Looker to perform similar
professional services, then that agreement will terminate on the date of the last
party's signature effectuating this PSO Addendum, and the Agreement will govern
the provision and use of the PSO Services going forward.
12. Additional Definitions.
"Background IP" means all Intellectual Property Rights owned or licensed
by a party (a) before the Effective Date of the applicable Order Form or (b)
independent of the PSO Services.
"Customer Indemnified Materials" means (a) Customer Background IP and any
other information, materials, or technology provided to Looker by Customer in
connection with the PSO Services (in each case, excluding any open source
software) and (b) Customer's Brand Features. Customer Indemnified Materials do
not include Looker Technology or deliverables.
"Looker Indemnified Materials" means (a) Looker Technology (in each case,
excluding any open source software) and (b) Looker's Brand Features. Looker
Indemnified Materials do not include Customer Background IP.
"Looker Technology" means (a) Looker Background IP; (b) all Intellectual
Property and know-how applicable to Looker products and services; and (c) tools,
code, algorithms, modules, materials, Documentation, reports, and technology
developed in connection with the PSO Services that have general application to
Looker's other customers, including derivatives of and improvements to Looker's
Background IP. Looker Technology does not include Customer Background IP or
Customer Confidential Information.
"Personal Data" means personal data that (a) has the meaning given to it
in the General Data Protection Regulation (EU) 2016/679 of the European
Parliament and of the Council of April 27, 2016 ("GDPR") and (b) would cause
Looker to be subject to GDPR as a data processor for Customer.
"Personnel" means a party's and its Affiliates' respective directors,
officers, employees, agents, and subcontractors.
"PSO Services" means the advisory and consulting services described on
the Order Form designed to help Customer use the Services described in the