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) is 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 SLA, the Scope of Use and/or purchased Deployment Attributes specified in the Quote; (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 DCI platform, 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. DoiT Data Processing and Security Terms
DoiT's standard Customer Data Processing Agreement (the "DPA") may be found at https://help.doit.com/docs/doit-terms/terms/data-processing-agreement. 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.
7. 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
8. Customer Restrictions
Customer will not allow any Customer other than the Customer identified in the Quote to benefit directly or indirectly from the Services provided under the Quote. Customer will not use the Subaccount(s) to track Services usage by any Customers other than the listed Customer. Customer will not transfer, assign, or re-allocate the Subaccount(s) from the listed Customer to any other Customer.
9. Termination
If the Quote terminates before the end of the Term for any reason other than DoiT's uncured material breach, all unpaid fees for all remaining Quote Terms will become due and payable upon termination.