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Looker

1. Standard Terms

Google's standard terms ("MSLA") as of the Contract Effective Date apply to the extent relevant and may be found at the following URL: https://cloud.google.com/terms/looker/msa

2. Service Level Agreements

Service Level Agreement (SLA) are available on the following link: https://cloud.google.com/terms/looker/legal/customers/sla

The SLA is a commitment by Google to Customer regarding the availability of the licenses in the Google cloud ("Cloud Service") pursuant to the terms of the MSLA. Capitalized terms will have the same meaning specified in the MSLA.

2.1 Service Commitment

Google will use commercially reasonable efforts to make the Cloud Service Available to Customer as detailed here during a calendar month (the "Availability Commitment"). In the event the Cloud Service does not meet the Availability Commitment, Customer will be eligible to receive a Service Credit as described below. For purposes of this SLA only, "Available" means that the Cloud Service can be accessed by Users.

2.2 Exclusions

The Availability Commitment does not apply to any of the following:

(a) use of the Product that is inconsistent with the Documentation; (b) use of the Cloud Services in violation of the MSLA, the Scope of Use and/or purchased Deployment Attributes specified in this agreement; (c) maintenance performed pursuant to Google Cloud Service maintenance schedule; (d) events outside of Google's reasonable control, including, but not limited to any force majeure event or issues with internet access; (e) downtime that results from Customer's environment, equipment, software or other technology outside of Google's control or that results from Customer's actions or inactions; (f) downtime that results from a third party's equipment, software or other technology outside of Google's control or that results from a third party's, actions or inactions; (g) a suspension or remedial action described in the MSLA; or (h) Instances provisioned for development, staging or other non-production usage.

2.3 Service Credits

Should availability of the Cloud Service fall below the thresholds as detailed here (hereinafter the "Availability Commitment"), for a given calendar month, Google shall provide Customer with a "Service Credit Percentage" as further described here according to the respective Looker (original) Platforms.

Service Credits are calculated as a percentage of Customer's Monthly Subscription Fee. Service Credits will apply only against future payments otherwise due from the Customer. A Service Credit is Customer's sole and exclusive remedy for any unavailability, non-performance, or other failure by Google to provide the Availability Commitment. A Service Credit awarded in any calendar month shall not, under any circumstances, exceed Customer's Monthly Subscription Fee.

"Monthly Subscription Fee" means the Looker Platform Fee plus the User Fee.

"Platform Fee" means the total Looker Platform Fee (as specified in this Contract) paid by Customer for the affected Instance divided by the total number of months in the Subscription Term.

"User Fee" means the average number of Users subscribed on Customer's affected Instance during the month in which the Cloud Service did not meet the Availability Commitment multiplied by the monthly per User fee (as specified in this agreement).

2.4 Credit Request

Customer must provide all reasonable details regarding the claim, including but not limited to, a detailed description of the incident, the duration of the incident, the number of affected Users, and any attempts made by Customer to resolve the incident.

Customer must submit a request by opening a ticket with DoiT through the Console Platform (defined below), by the end of the month following the month in which the incident occurred.

If Customer is past due with respect to any payment or in default with respect to any material contractual obligations to DoiT , then Customer is not eligible for any Service Credit under this SLA. Google shall review and grant Service Credit requests by using Google's system logs and other records, which shall be considered definitive.

3. Non-Agency Notice

DoiT International and Google are independent contractors and DoiT International is not Google's agent or in a joint venture with Google.

4. Looker Platform and User Definition

Applicable Looker Platform and User Definitions can be found at the following URL: https://looker.com/trust-center/legal/customers/licensing.

5. Looker Support

Customer may receive Looker support directly from Google, subject to Google Cloud support additional fees, pursuant to the terms set forth at the following URL: https://cloud.google.com/support.

6. Limitation of Liability

(a) Each party's cumulative liability to the other party shall be limited to (the "Liability Ceiling") the greater of $100,000 or if the total amount invoiced by DoiT to Customer during the 12-month period immediately preceding the event that triggered the liability (hereinafter, the "12 Month Spend") exceeds $100,000, then the Liability Ceiling would be equal to the 12 Month Spend; provided that in any event, the Liability Ceiling shall not exceed $1 Million; provided further that, notwithstanding anything else contained herein, the Liability Ceiling shall not apply to any amounts owed by Customer to DoiT pursuant to any invoices issued by DoiT to Customer with respect to either (i) Customer's consumption of the Services or (ii) unfulfilled obligations of the Customer to consume services (such as a minimum commitment or EDP obligation as the case may be) including but not limited to any true up obligations.

(b) Neither Customer nor DoiT will be liable for lost revenues or profits, downtime costs, loss or damage to data, or indirect, special or consequential costs or damages (hereinafter, "Indirect Damages"). The preceding exclusion for Indirect Damages does not limit either party's liability for: infringement of intellectual property, fraud, liability which may not be excluded or limited by applicable law, and a violation of any Google AUPs or other use policies.

7. Payments

DoiT is sure Customer understands how important it is for DoiT's business that Customer pays invoices promptly. Customer agree to tightly adhere to DoiT's standard payment schedule of up to 30 days from the date of invoice issue.

Customer may use either (i) wire transfer, (ii) ACH, (iii) debit card, or (iv) credit card, to execute all payments to DoiT. Customer may make payments of fees with a credit card, provided, however, that Customer shall be obligated to pay any such processing fee incurred by DoiT as a result of Customer paying by credit card. As of the Contract Effective Date, there is a 2.9% credit card processing fee on credit card payments. Any such processing fee shall be added to the invoice and become part of the amount to be paid by the Customer. In the case of wire transfer payments, Customer shall be responsible for any additional fees.

Any payment under this Quote, made greater than fifteen (15) days after the date such payment is due and payable shall bear interest as of the day after the date such payment was due and payable and shall continue to accrue such interest until such payment is made at a rate equal to the lesser of either (a) 1.5% per month, or (b) the maximum rate permitted by Applicable Law.

In case of continued non-payment, terminated accounts are at risk of being transferred to a third party collections agency, solely at our discretion. Please note that a third party collections agency may impose additional charges. Failure to pay may also result in us pursuing you legally to recover the value owed, thus incurring further legal costs for your company.

Applicable taxes will be added to the monthly invoice according to the local commerce laws in the country where Customer does business with DoiT.

8. DoiT Data Processing and Security Terms

DoiT's standard Customer Data Processing Agreement (the "DPA") may be found athttp://go.doit.com/dpa . To the extent that with respect to this Quote, DoiT is either (i) a "processor" under applicable law, or (ii) is subject to data privacy rules, then the DPA is hereby incorporated into, and supplements this Quote, by this reference.

9. Looker CDPA terms

This Quote is bound and governed by Google's Data Processing Addendum ("CDPA") that can be found at the following URL: https://cloud.google.com/terms/data-processing-addendum

10. Termination

  1. Termination by Customer. This Quote may be terminated by Customer as to the applicable services immediately if: (i) DoiT breached of any provision of this Quote, and did not remedy such breach within 60 days as of the date on which Customer first notified DoiT in writing regarding such breach; (ii) DoiT becomes insolvent or makes any assignment for the benefit of creditors, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a party becomes subject to any of the foregoing events it will immediately provide the other party with written notification thereof; or (iii) Customer provides written notice to DoiT of termination further to a failure by DoiT to pay Looker in accordance with this Contract for a period of greater than thirty (30) days past the payment due date.

  2. Termination by DoiT. This Quote may be terminated by DoiT as to the applicable services immediately if: (i) Customer breached any provision of this Contract, and did not remedy such breach within 60 days of the date on which DoiT first notified Customer in writing regarding such breach; (ii) Customer failed to pay any undisputed invoice, and did not remedy such breach within 30 days of the date on which DoiT first notified Customer in writing regarding such breach; (iii) Customer becomes insolvent or makes any assignment for the benefit of creditors,or has any petition under bankruptcy or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a Customer becomes subject to any of the foregoing events it will immediately provide the other party with written notification thereof; or (iv) Customer fails to pay DoiT in accordance with this Contract in a timely fashion.

  3. Effects of Termination. All remaining fees owed by Customer to DoiT including without limitation the remaining subscriptions amount due until the end of the Term will be due and payable no later than the effective date of termination.

Written termination notices under this Section shall also be effective in the case of an email communication provided by the terminating party to the other party.

10A. Suspension of Services Under the Contract

a. In the event that DoiT becomes aware or reasonably believes that the Customer can no longer, or soon will no longer be able to pay some or all of the invoices issued or to be issued under this Quote, then DoiT shall have the right to immediately suspend all Services provided to the Customer under this Quote, until such time as (i) Customer provides adequate assurances of its continued ability to pay any outstanding or future invoices; and, (ii) DoiT is reasonably convinced that Customer has the ability to pay any outstanding or future invoices. Such suspension shall be preceded by an email notice ("Suspension Notice") provided by DoiT to Customer's last known email address.

b. Nothing contained in this Section 5A shall limit any termination rights set forth in Section 5 above. For the avoidance of doubt, it is hereby clarified that DoiT may provide a notice of termination prior to, together with or subsequent to a Suspension Notice; and, it is further clarified that a Suspension Notice shall not trigger a termination of this Quote, unless this Quote is specifically terminated under Section 5 above.

11. Miscellaneous

a. This Quote may be executed in one or more counterparts including facsimile, PDF, or other electronic copies, which when taken together upon proper delivery shall constitute a single instrument. The Agreement shall remain in full force and effect unchanged except as modified by the Parties.

b. The relationships of the parties to this Quote shall be solely that of independent contractors, and nothing contained in this Quote shall be construed otherwise. Nothing in this Quote or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.

c. Each party (the "Receiving Party") may use the Confidential Information disclosed to it by the other party (the "Disclosing Party") only as necessary to exercise the rights and perform obligations under the Quote. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its written consent. Receiving Party will protect the Disclosing Party's Confidential Information from disclosure or misuse by using the same degree of care as for Receiving Party's own Confidential Information of like importance, but will at least use reasonable care.

d. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors, and employees (including of its related bodies corporate), independent contractors or service providers it retains (collectively "Employees"), who have a "need to know", have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as stringent and onerous as the obligations imposed on the parties hereto.

e. This Quote is subject to the provisions set forth in Appendix A. The applicable state's governing law will be based upon the country of the DoiT entity that executed this Quote, as specified in Appendix A.

Appendix A: Applicable Terms and Conditions

Governing Law, Jurisdiction, and Venue

The applicable governing law provision is based on the country of incorporation of the DoiT entity that executed this Contract.

{United States of America} - Specifically for DoiT International USA Inc.

Governing Law; Venue. This Quote shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties to this Quote consents and agrees that any action to enforce this Quote or any dispute, whether such dispute arises in law or equity, arising out of or relating to this Contract shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State Court sitting in New York City. The parties hereto consent and agree to submit to the exclusive jurisdiction of such courts. Each of the parties to this Quote waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such party and such party's property is immune from any legal process issued by such courts or (ii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum.

{Germany} - Specifically for DoiT International DACH GmbH

This Quote shall be governed by the laws of the Federal Republic of Germany excluding the Vienna Convention on the International Sale of Goods (CISG). For any disputes arising out of or in connection with this Contract, the competent courts of DoIT's place of registration shall have exclusive jurisdiction.

{Israel} - Specifically for DoiT International Ltd.

This Quote shall be governed by, and construed, and enforced in accordance with the laws of the State of Israel, without giving effect to the choice of law rules. Each party consents that any such action or proceeding will be brought exclusively in front of the courts of Tel Aviv in the State of Israel, which shall have sole jurisdiction over any matter arising hereof.

{United Kingdom} - Specifically for DoiT International UK&I Ltd.

This Quote is governed by the Laws of England and Wales without regard to conflict of laws principles. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Quote or its subject matter or formation. Each party consents that any such action or proceeding will be brought exclusively in front of the competent courts in the City of London.

{France} - Specifically for DoiT International SAS

This Quote and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of France. Each party irrevocably agrees that any dispute, regardless of its purpose or ground, relating to, entailed by or resulting from this Contract shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris.

{Australia} - Specifically for DoiT International AUS Pty Ltd.

Insofar as any Services are provided to Customers in or into Australia, the Quote shall be governed by and construed in accordance with the laws of Victoria, Australia. The Customer submits to the jurisdiction of the courts of Victoria with respect to any legal proceedings which may be initiated in connection with this Quote. The Customer shall not commence or continue any legal proceedings against DoiT in any jurisdiction other than in Australia with respect to any matter, claim or dispute so long as DoiT is prepared to submit to the jurisdiction of the courts of Australia with respect to that matter, claim or dispute. Service of any process or document by which any proceedings in any court in Australia are commenced may be effected in any manner permitted for communications hereunder or otherwise in accordance with the Applicable Laws in the relevant Australian jurisdiction, including the Commonwealth of Australia and any State or Territory of Australia (and including, without limitation, the Uniform Civil Procedure Rules in each State and Territory), as amended from time to time.

{Canada} - Specifically for DoiT Holdings International CA Ltd.

This Quote shall be governed by and construed and enforced in accordance with the laws of the Province of British Columbia (regardless of that jurisdiction or any other jurisdiction's choice of law principles). To the extent permitted by law, the parties hereto agree that all actions or proceedings arising in connection herewith, shall be litigated in the state and federal courts located in Vancouver, British Columbia, Canada, and each party hereby waives any right that such party may have to assert the doctrine of Forum Non Conveniens or to object to venue. The parties each hereby stipulate that the courts located in Vancouver, British Columbia, Canada, shall have personal jurisdiction and venue over each party for the purpose of litigating any such dispute, controversy or proceeding arising out of or related to this Quote.

{Switzerland} - Specifically for DoiT International CH Sarl

This Quote shall be governed by the substantive laws of Switzerland, without regard to conflict of laws rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with this Quote shall be subject to the exclusive jurisdiction of the competent courts of Geneva, Switzerland.

{Netherlands} - Specifically for DoiT International NL B.V

This Quote and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Netherlands, without regard to its conflicts of law rules. Each party irrevocably agrees that the competent courts of Amsterdam (rechtbank Amsterdam) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Quote or its subject matter or formation.

{Sweden} - Specifically for DoiT Multi-Cloud Sverige International AB

This Quote shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction, and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of, or in connection with, this Contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language used in the arbitration proceedings shall be English.

The Parties agree, without limitation in time, not to disclose the existence or contents or any decisions or awards with regards to this Quote or information about proceedings, arbitration or mediation due to the same. The provisions set forth in this present Clause, shall not apply unless in compliance with law, other legislation, authority's order, securities exchange regulations or practice on the securities exchange or is otherwise required for the enforcement of a decision.

{Spain} - Specifically for DoiT International Multi-Cloud Espana S.L

This Quote shall be governed by and construed in accordance with the substantive laws of Spain, excluding conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods 1980 (Vienna Sales Convention). Any dispute, controversy or claim arising out of, or in connection with, this Quote, or the breach, termination or invalidity of the Contract, shall be settled by the Spanish courts of the city of Barcelona, under Spanish Law.

{Singapore**} - Specifically for DoiT International Xinjiapo Pte.Ltd.

This Quote is governed by the Laws of the Republic of Singapore without regard to conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods 1980 (Vienna Sales Convention). Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Quote or its subject matter or formation.

{Ireland} - Specifically for DoiT International Multi-Cloud Ireland Ltd.

This Quote shall in all respects (including in respect of its formation and its performance) be governed by, constructed and enforced in accordance with the laws of Ireland, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods 1980 (Vienna Sales Convention). The parties to this Quote agree to submit to the exclusive jurisdiction of the courts of Ireland in relation to any disputes or proceedings arising out of or in connection with this Contract.

{Estonia} - Specifically for DoiT Multi-Cloud International Estonia OÜ

This Quote is governed by the Laws of Estonia excluding its conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods 1980 (Vienna Sales Convention). Each party irrevocably agrees that Harju County Court (in Estonian Harju Maakohus) as the court of the first instance shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Quote or its subject matter or formation.

{Indonesia} - Specifically for PT DoiT International Indonesia

This Quote is governed by the Laws of the Republic of Indonesia without regard to conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods 1980 (Vienna Sales Convention). Each party irrevocably agrees that the courts of Jakarta shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Quote or its subject matter or formation.

Assignment

Neither party hereto may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Quote in its entirety, without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or shares, but subject to a written notice of such assignment. Subject to the foregoing, this Quote will bind and inure to the benefit of the parties, their respective successors and permitted assigns. For the purpose of this Section "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Anti-Bribery and Anti-Corruption Laws

DoiT is committed to doing business worldwide ethically, free from corruption without exceptions, and in compliance with all applicable anti-corruption laws and expects its service providers to comply with the same high standards. Neither Customer nor any of its representatives has or will improperly provide (or offer to provide), directly or indirectly, anything of value to anyone, including government officials to obtain or retain business, to obtain a commercial advantage, or to receive favored treatment, anywhere in the world and shall comply with all applicable anti-bribery and anti-corruption laws. Customer shall immediately notify DoiT in writing of any suspected or known breach of the obligations under this Section.

Non-Discrimination

Each Party to this Quote shall abide, as applicable under governing law, to the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing information about compensation. Moreover, these regulations require that each Party, takes affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Each Party, agrees to comply, as applicable under governing law, with all the provisions set forth in 29 CFR Part 471, Appendix A to Subpart A (Executive Order 13496).

Applicable Taxes

Any fees incurred by the Customer hereunder shall be exclusive of any applicable sales, use, service or value added taxes, or any other levy, tariff, duty, or taxes (hereinafter, collectively referred to as the "Taxes'' and individually referred to as a "Tax") of any kind whatsoever imposed by any governmental authority (other than a tax imposed upon the Customer's income) and shall be paid by the Customer promptly based upon the payment date under the relevant invoice; or, when due by the governmental authority, whichever is earlier. In the event that DoiT makes any payment of any such Tax or any related penalty for delay in the payment thereof, Customer shall reimburse DoiT for such payment no later than fifteen (15) days after such payment is made by DoiT. Without derogating from the above, in any event (such as an audit, legal opinion, change in the law, etc.) that reveals any unpaid Taxes hereunder, then the Customer shall, within seven (7) days of a written request from DoiT, pay such unpaid Taxes directly to DoiT or to the relevant tax authority or governmental agency, all as shall be requested and instructed by DoiT at the time.

Tax Gross Up

All payments to be made by the Customer hereunder shall be made free and clear of, and made without any tax deductions and/or withholding payments. In the event that Customer is required to make a tax deduction and/or withholding payment, then the amount payable by Customer (in respect of which such tax deduction and/or withholding payment is required to be made) shall be increased to the extent necessary to ensure that DoiT receives a sum net of any deduction and/or withholding equal to the amount which it would have received had no such tax deduction and/or withholding been made or required to be made. The Customer shall promptly, upon becoming aware that it must make a tax deduction and/or withholding payment notify DoiT accordingly. If Customer is required to make a tax deduction and/or withholding payment, it shall make any such payment required within the time allowed and in the minimum amount required by law. Within 30 days of making any payment required in connection with such a tax deduction and/or withholding payment, the Customer shall deliver to DoiT evidence that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Local currency

When charging in local currency, DoiT will convert the prices of this Quote — and notably the invoice sent to the Customer on a monthly basis — into applicable local currency according to the exchange rates as published by leading financial institutions and necessary adjustments as required to cover the forex risk between invoice date and payment date.