Looker Trial and Sandbox License Agreement

1.1 Use by Customer. Google 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 Scope of Use and related Deployment Attributes defined by Google.

1.2 Direct Competitor. Customer may not access the Services if Customer is a direct competitor of Google or its Affiliates, except with Google’s prior written consent.

1.3 Use by Affiliates. Customer’s Affiliates may upon Google’s consent, use the Services subject to Customer’s Scope of Use and Deployment Attributes defined by Google. Customer is liable for any Customer Affiliates’ breach of this Looker License Agreement.

1.4 Beta Features. Google may make Beta Features available to End Users subject to the provisions in the Looker Service Specific Terms.All Beta Features are provided "AS IS" without warranty of any kind.

Google may, in its sole discretion, provide technical support to Customer during the Agreement Term.

Google may make Software available to Customer in connection with Customer's use of the Services, including third-party software or services. Some Software or services may be subject to third-party license terms, which can be found at: https://cloud.google.com/terms/looker/legal/notices-and-acknowledgements.

If this Looker License Agreement terminates or expires, then Customer will stop using the Software.

5.1 Consents. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Google’s accessing, storing, and processing of data provided by Customer under this Looker License Agreement.

5.2 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the Services complies with this Looker License Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and (c) promptly notify Google of any unauthorized use of, or access to, the Services of which Customer becomes aware.

5.3 Customer Responsibilities. Customer will be solely responsible, and Google disclaims responsibility for, any acquisition, implementation, support or maintenance of third-party products or services purchased by Customer that may interoperate with the Services.

5.4 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) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iii) in a manner that breaches, or causes the breach of, Export Control Laws; or (iv) 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, except as part of a Customer Application for External Business Purposes; (f) copy any features, functions or graphics of the Services for any purpose other than what is expressly authorized under this Looker License Agreement; (g) share the log-on credentials for each End User with others; (h) circumvent any of the Services’ technical measures, (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, (j) disrupt the security, integrity or performance of the Services in any way or (k) provide or obtain unauthorized access to the Services, including by sharing the log-on credentials for any End User with others.

To the extent Customer provides Google with access to Customer Data under this Looker License Agreement, the following will apply:

6.1 Protection of Customer Data. Google will only access or use Customer Data to provide the Services and technical support (if applicable) to Customer and will not use it for any other Google products, services, or advertising. Google 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 this Looker License Agreement or any other agreement related to the Services, Google will not be responsible for any breach or loss resulting from Customer’s security configuration or administration of the Services.

6.2 Data Processing and Security Terms. The Data Processing and Security Terms are incorporated by reference into this Looker License Agreement.

7.1 Limitations on Changes to Services. Google may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services.

7.2 Changes to Terms.Google 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 Google’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. Google will notify Customer of any material updates to URL Terms.

7.3 Permitted Changes. Sections 7.1 (Limitation to Changes to Services) and 7.2 (Changes to Terms) do not limit Google’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.

Google may Suspend Services if (a) necessary to comply with law or protect the Services or Google’s infrastructure supporting the Services or (b) Customer or any End User’s use of the Services does not comply with the AUP, and such noncompliance is not cured following notice from Google.

No fees will be charged for use of the Services under this Looker License Agreement, unless specified in an Order Form. Any use of the Services outside of the scope of this Looker License Agreement must be ordered under a separate agreement.

10.1 Intellectual Property Rights. Except as expressly described in this Looker License Agreement, this Looker License 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 Customer Application and Google retains all Intellectual Property Rights in the Services, Software, and Google Technology.

10.2 Feedback. At its option, Customer may provide feedback and suggestions about the Services to Google (“Feedback”). If Customer provides Feedback, then Google and its Affiliates may use that Feedback without restriction and without obligation to Customer.

11.1 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 this Looker License Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding any other provision in this Looker License 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 11 (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.

11.2 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.

Each party represents and warrants that it will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

Except as expressly provided for in this Looker License Agreement, to the fullest extent permitted by applicable law, Google (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 the Services.

14.1 Google Indemnification Obligations. Google will defend Customer and Customer’s Google-authorized Affiliates participating under this Looker License 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 Google Indemnified Materials infringes the third party’s Intellectual Property Rights.

14.2 Customer Indemnification Obligations. Customer will defend Google 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.

14.3 Indemnification Exclusions. Sections 14.1 (Google Indemnification Obligations) and 14.2 (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of this Looker License Agreement or (b) a combination of the Google Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under this Looker License Agreement, unless the combination is required by this Looker License Agreement.

14.4 Indemnification Conditions. Sections 14.1 (Google Indemnification Obligations) and 14.2 (Customer Indemnification Obligations) are conditioned on the following:

(a) 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 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 (Google Indemnification Obligations) or 14.2 (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

(b) 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.

14.5 Remedies.

(a) If Google reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Google 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 equivalent alternative.

(b) If Google does not believe the remedies in Section 14.5(a) are commercially reasonable, then Google may Suspend or terminate the impacted Services without liability to Customer.

14.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 (Indemnification) states the parties’ sole and exclusive remedy under this Looker License Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 14 (Indemnification).

15.1 Limited Liabilities.

(a) To the extent permitted by applicable law and subject to Section 15.2 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this Looker License Agreement for any

(i) indirect, consequential, special, incidental, or punitive damages or

(ii) lost revenues, profits, savings, or goodwill.

(b) Each party’s total aggregate Liability for damages arising out of or relating to this Looker License Agreement is limited to ten thousand USD ($10,000).

15.2 Unlimited Liabilities. Nothing in this Looker License Agreement excludes or limits either party’s Liability for:

(a) death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;

(b) its fraud or fraudulent misrepresentation;

(c) its obligations under Section 14 (Indemnification);

(d) its infringement of the other party’s Intellectual Property Rights; or

(e) matters for which liability cannot be excluded or limited under applicable law.

16.1 Agreement Term. This Looker License Agreement is effective from the Effective Date and will terminate upon the earlier of (a) the start date of any service subscription purchased by Customer, (b) the end of the Agreement Term, or (c) termination by Google at Google’s sole discretion.

16.2 Effects of Termination. If this Looker License Agreement terminates, then all rights and access to the Services will terminate unless Customer has purchased a subscription to the services.

16.3 Survival. The following Sections will survive expiration or termination of this Looker License Agreement: Section 10 (Intellectual Property), Section 11 (Confidentiality), Section 13 (Disclaimer), Section 14 (Indemnification), Section 15 (Liability), Section 16.2 (Effects of Termination), Section 17 (Miscellaneous), and Section 18 (Definitions).

17.1 Notices. Google will provide notices under this Looker License Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under this Looker License Agreement to Google by sending an email to legal-notices@google.com. Notice will be treated as received when the email is sent.

17.2 Emails. The parties may use emails to satisfy written approval and consent requirements under this Looker License Agreement.

17.3 Assignment. Customer may not assign this Looker License Agreement without the prior written consent of Google.

17.4 Change of Control. If Customer experiences a change of Control other than an internal restructuring or reorganization, then Customer (a) will give written notice to Google within five (5) business days after the change of Control and (b) Google may immediately terminate this Looker License Agreement after it receives that written notice.

17.5 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, or war.

17.6 Subcontracting. Google may subcontract obligations under this Looker License Agreement but will remain liable to Customer for any subcontracted obligations.

17.7 No Agency. This Looker License Agreement does not create any agency, partnership, or joint venture between the parties.

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

17.9 Severability. If any part of this Looker License Agreement is invalid, illegal, or unenforceable, the rest of this Looker License Agreement will remain in effect.

17.10 No Third-Party Beneficiaries. This Looker License Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

17.11 Equitable Relief. Nothing in this Looker License Agreement will limit either party’s ability to seek equitable relief.

17.12 Governing Law. All claims arising out of or relating to this Looker License 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.

17.13 Amendments. Except as specifically described otherwise in this Looker License Agreement, any amendment to this Looker License Agreement must be in writing, expressly state that it is amending this Looker License Agreement, and be signed by both parties.

17.14 Independent Development. Nothing in this Looker License 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 this Looker License Agreement, provided that the party does not breach its obligations under this Looker License Agreement in doing so.

17.15 Entire Agreement. This Looker License Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of this Looker License Agreement. Notwithstanding the foregoing, any agreement entered by the parties for a Services subscription purchased by Customer will be the sole and exclusive agreement between the parties with respect to such Services. In entering into this Looker License 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 this Looker License Agreement. This Looker License Agreement includes URL links to other terms (including the URL Terms), which are incorporated by reference into this Looker License Agreement.

17.16 Conflicting Terms. If there is a conflict among the documents that make up this Looker License Agreement, then the documents will control in the following order: any applicable Order Form, this Looker License Agreement, and the URL Terms.

17.17 Conflicting Languages. If this Looker License 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.

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

17.19 Electronic Signatures. The parties consent to electronic signatures.

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

“Agreement Term” means the Trial Term or Partner Term, as applicable to the Customer’s purpose for accessing the Instance. 

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“AUP” means the then-current acceptable use policy for the Services described at https://cloud.google.com/terms/looker/legal/customers/service-terms.

“BAA” or “Business Associate Agreement” is an amendment to this Looker License Agreement covering the handling of Protected Health Information (as defined in HIPAA).

“Beta Features” has the meaning set forth in the Looker Service Specific Terms. 

“Brand Features” means each party’s trade names, trademarks, logos, domain names, and other distinctive brand features.

“Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Recipient”) under this Looker License 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.

"Customer Application" means a software program that Customer creates or hosts and that uses the Services. A Customer Application may be a website.

“Customer Data” means (a) all data in Customer’s databases provided to Google by Customer or End Users via the Services and (b) all results provided to Customer or End Users for queries executed against such data via the Services.

“Customer Hosted Deployment” means the Software installed by or for Customer at Customer’s premises or on a Customer-controlled server within a data center selected and managed by Customer. A Customer Hosted Deployment includes the In-Product Services.

“Customer Indemnified Materials” means Customer Data and Customer Brand Features.

Data Processing and Security Terms” means the then-current terms describing data processing and security obligations with respect to Customer Data described at https://cloud.google.com/terms/looker/dpst.

“Delegates” means the Recipient’s employees, Affiliates, agents, or professional advisors.

"Deployment Attributes" means the quantified usage of the Services as authorized by Google or specified in an Order Form, which include, but are not limited to the number of Instances, End Users, computer servers, API calls or other licensing attributes defined by the Scope of Use.

“Documentation” means the user guides and manuals for the Services provided by Google for Customer’s own internal use.

“End User” means an individual that Customer permits to use or access 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.

“Google Indemnified Materials” means Google’s technology used to provide the Services and Google’s Brand Features.

"Google Technology" means (i) all Intellectual Property and know-how applicable to Google products and services; and (ii) tools, code, algorithms, modules, materials, Documentation, reports, and technology developed in connection with any advisory or consulting project in connection with the Services that have general application to Google's other customers, including derivatives of and improvements to Google's Intellectual Property.

“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 Google 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 Google application database, subject to the platform restrictions specified by Google or detailed in an Order Form. Each Instance requires a unique Google license key to operate. Multiple identically configured Google Instances running with separate configurations are considered separate instances.

“Intellectual Property” or “IP” means anything protectable by an Intellectual Property Right.

“Intellectual Property Right(s)” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Internal Business Purposes” means use of the Services by or for the benefit of Customer’s internal operations.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Looker Hosted Deployment” means the Software installed by Google on a web connected platform that is run in a third-party hosting facility designated by Google. A Looker Hosted Deployment includes the In-Product Services.

"Looker Service Specific Terms" means the then-current terms specific to the Services stated at https://cloud.google.com/terms/looker/legal/customers/service-terms.

“Notification Email Address” means the email address(es) designated in the Order Form.

“Order Form” means either (i) an order form issued by Google and executed by Customer and Google specifying the Services Google will provide to Customer under this Looker License Agreement or (ii) another written form (email or other electronic means permitted) as authorized by Google.

“Partner Term” means the period of time Customer has access to and can use the Instance until such access is revoked by Google, and only applies to Customers agreeing to this Looker License Agreement (i) to test the interoperability of Customer’s software with the Software or Services; (ii) to provide training on the Software and Services, (iii) to provide demos of the Software and Services, or (iii) to develop internal expertise in implementing or using the Services or Software.

“Scope of Use” means Customer’s specific use case for the Services as authorized by Google, which may include limitations on Customer’s use for Internal Business Purposes and/or External Business Purposes.

“Services” means an integrated platform, including cloud-based infrastructure (if applicable), and software components (including any associated APIs) that enables businesses to analyze data and define business metrics across multiple data sources. Services exclude Third Party Offerings.

“Software” means any downloadable tools, including the licensed Google data platform, and any other computer software provided by Google for use in connection with the Services, and any copies, modifications, derivative works or enhancements thereto. Software excludes Third Party Offerings.

“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

"Third-Party Offerings" means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software and (b) offerings identified in the " Third-Party Offerings" section of the Looker Service Specific Terms.

“Trial Term” (i) only applies to Customers testing the Software or Services for Internal Business Purposes or External Business Purposes and (ii) means the period of time starting on the Effective Date and continuing for the period specified by Google in an Order Form, or, where there is no period of time specified, 120 days from the Effective Date, unless terminated sooner in accordance with this Looker License Agreement.

“URL” means a uniform resource locator address to a site on the internet.

“URL Terms” means the AUP, Looker Service Specific Terms and Looker Trial Data Processing and Security Terms.

“Use Restrictions” means the restrictions in Section 5.4 (Use Restrictions).

Customer agrees to the following modifications to the Agreement if Customer orders Services from the applicable Google entity as described below: