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Looker Data Sciences, Inc.
End User License Agreement
Last updated December 14, 2016
This End User License Agreement (this “Agreement”) constitute a legal agreement between Looker Data Sciences, Inc. (“Looker”) and you, the use of Looker’s software.
If you are entering into this Agreement on behalf of a company or other organization, you warrant and represent that you are authorized to enter into this Agreement on behalf of such company or other organization.
This Agreement contains mandatory, binding arbitration provisions and a class action waiver described in Section 4. Please read those sections carefully.
1. LICENSE TERMS.
1.1. License Grant. Looker grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the software distributed by Looker subject to this Agreement (including all updates the “Software”), subject to the restrictions below.
1.2. Restrictions. You may not, and will not allow others to: (i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the Software or otherwise attempt to derive the source code of the Software; (ii) remove any copyright notices or other proprietary notices or restrictions from the Software; (iii) knowingly disclose results of any benchmark or other performance tests to any third party without Looker’s prior written consent; or (iv) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes.
1.3. Ownership and PII Protection. The Software constitutes proprietary works of Looker and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Looker and its licensors retain all rights, title and interest, including all intellectual property rights, in the Software and any associated documentation.
1.4. No Export. You may not export or use, or permit the export or use of, the Software in violation of applicable U.S. or other laws, regulations or government orders. It is your responsibility to understand and comply fully with all government-imposed export restrictions.
1.5. Security. You are responsible for maintaining the confidentiality of all passwords and other security measures for the Software, and you are exclusively responsible for maintaining security of the Software. You agree to immediately notify Looker of any unauthorized use of any passwords or other breach of security related to the Software of which you become aware. Looker reserves the right, with notice to Customer, to restrict access to the Software if Looker believes that such restriction is necessary to maintain security of the Software.
2. LIMITATION OF WARRANTIES AND LIABILITIES.
2.1. NO WARRANTIES. THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.2. LIMITATION OF LIABILITIES. EXCEPT FOR CLAIMS ARISING FROM YOUR BREACH OF THE LICENSE RESTRICTIONS CONTAINED IN THIS AGREEMENT, THE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICE, PERSONAL INJURY AND DAMAGE TO PERSONAL PROPERTY, REAL PROPERTY OR DATA IS LIMITED TO A MAXIMUM OF $100 EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. TERM AND TERMINATION. 3.1. License Term. The term this Agreement will commence on the date you accept this Agreement and install or otherwise use the Software and will end on the earlier date that (a) you destroy the Software or (b) Looker terminates this Agreement.
3.2. Termination by You. You may terminate this Agreement at any time by removing and destroying the Software as described below.
3.3. Termination for Breach. This Agreement will terminate automatically if you if you attempt to circumvent any technical protection measures used in connection with the Software or you otherwise use the Software in breach of this Agreement.
3.4. Effect of Termination. Immediately on termination, you must permanently remove the Software from any devices on which it has been installed, and destroy all copies of Software.
3.5. Survival. Sections 1.2 through 1.5, 2, 4 and 5 shall survive termination of this Agreement.
4. ARBITRATION AND CLASS ACTION WAIVER4.1. How to Resolve a Dispute without Arbitration. If a dispute arises between you and Looker, you and Looker agree to try for 60 days to work it out informally. Mail or email a Notice of Dispute to Looker at the address below. Tell us your name, address, how to contact you, what the problem is, and how you would like to see it resolved. Instead of mailing a Notice of Dispute, you are permitted to sue Looker in small claims court in the county where you live or Santa Cruz County, California, if you meet the court's requirements.
4.2. Arbitration. If you and Looker can’t resolve the dispute within 60 days and you live in the United States, you and Looker agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act, and not to sue in court in front of a judge or jury.
4.3. Class Action Waiver. Neither you nor Looker may join or consolidate claims with any other person or entity. This includes any actions brought in arbitration, or in litigation in court, and especially includes claims brought as a representative or member of a class or in a private attorney general capacity.
4.4. Arbitration Procedure. The AAA will conduct any arbitration under its Consumer Arbitration Rules. For more information, see www.adr.org. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in the county where you live or Santa Cruz County, California, at your choice. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim; that means an arbitrator may determine your rights and order Looker to take certain actions, but may not do either for a class or group of persons.
4.5. Arbitration Fees and Expenses. If you wish to begin an arbitration against Looker but you cannot afford to pay AAA’s or the arbitrator's costs, Looker will advance those costs if you ask in writing by mailing your request to the address below. Looker will not ask to be reimbursed for the fees and expenses it advances to you, or Looker’s fees and expenses. If you lose the arbitration, the arbitrator will decide whether you must reimburse Looker for money Looker advanced for you for the arbitration. Fees and expenses are not counted in determining how much a dispute involves.
4.6. Conflict with AAA Rules. This Agreement governs if it conflicts with the AAA's Consumer Arbitration Rules.
4.7. Must File Within One Year. You and Looker must file in small claims court or arbitration any claim or dispute (except intellectual property disputes – see Disputes Covered) within one year from when it first could be filed.
5. GENERAL. 5.1. Integration. This Agreement is the complete and exclusive statement of the mutual understanding between you and Looker. It supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof.
5.2. Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties.
5.3. Assignment. You may not assign this Agreement for any reason. Any purported assignment shall be void.
5.4. Amendment. Looker may amend this Agreement from time to time by posting an amended version at its website and sending you an email or other written notice of the changes. The amendment will be deemed accepted and become effective 30 days after notice is sent (the “Proposed Amendment Date”). If you do not agree with the changes, your sole recourse is to stop using the Software. Your continued use of the Software following the Proposed Amendment Date will constitute your acceptance of such changes, except that (a) material changes to the arbitration provisions will apply to you only if you agree in writing, and (b) you may reject any change we make to this Agreement (except address changes) by mailing notice within 30 days of the change to the Santa Cruz address below. If you do, the most recent version of the Agreement before the change you rejected will apply.
5.5. Waiver; Counterparts. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
5.6. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, United States of America without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute not resolved through the arbitration provisions above must be brought in Santa Cruz, California, U.S.A., and the parties agree to the exercise of jurisdiction by a state or federal court in such counties. Looker will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this Agreement, in addition to any other available remedies.
6. Notices. All notices under this Agreement must be sent in writing and shall be delivered by (i) personal hand delivery, (ii) first class mail with return receipt, (iii) overnight mail by recognized commercial carrier with tracking receipt, or (iv) confirmed email and copied by one of the methods described in (i), (ii) or (iii) above, to Looker at the address below, and to you at the address you provide to Looker.
Looker Data Sciences, Inc.
101 Church St., 4th Floor
Santa Cruz, CA 95060
support@looker.com
End User License Agreement
Last updated December 14, 2016
This End User License Agreement (this “Agreement”) constitute a legal agreement between Looker Data Sciences, Inc. (“Looker”) and you, the use of Looker’s software.
If you are entering into this Agreement on behalf of a company or other organization, you warrant and represent that you are authorized to enter into this Agreement on behalf of such company or other organization.
This Agreement contains mandatory, binding arbitration provisions and a class action waiver described in Section 4. Please read those sections carefully.
1. LICENSE TERMS.
1.1. License Grant. Looker grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the software distributed by Looker subject to this Agreement (including all updates the “Software”), subject to the restrictions below.
1.2. Restrictions. You may not, and will not allow others to: (i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the Software or otherwise attempt to derive the source code of the Software; (ii) remove any copyright notices or other proprietary notices or restrictions from the Software; (iii) knowingly disclose results of any benchmark or other performance tests to any third party without Looker’s prior written consent; or (iv) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes.
1.3. Ownership and PII Protection. The Software constitutes proprietary works of Looker and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Looker and its licensors retain all rights, title and interest, including all intellectual property rights, in the Software and any associated documentation.
1.4. No Export. You may not export or use, or permit the export or use of, the Software in violation of applicable U.S. or other laws, regulations or government orders. It is your responsibility to understand and comply fully with all government-imposed export restrictions.
1.5. Security. You are responsible for maintaining the confidentiality of all passwords and other security measures for the Software, and you are exclusively responsible for maintaining security of the Software. You agree to immediately notify Looker of any unauthorized use of any passwords or other breach of security related to the Software of which you become aware. Looker reserves the right, with notice to Customer, to restrict access to the Software if Looker believes that such restriction is necessary to maintain security of the Software.
2. LIMITATION OF WARRANTIES AND LIABILITIES.
2.1. NO WARRANTIES. THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2.2. LIMITATION OF LIABILITIES. EXCEPT FOR CLAIMS ARISING FROM YOUR BREACH OF THE LICENSE RESTRICTIONS CONTAINED IN THIS AGREEMENT, THE LIABILITY OF EACH PARTY (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS) FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICE, PERSONAL INJURY AND DAMAGE TO PERSONAL PROPERTY, REAL PROPERTY OR DATA IS LIMITED TO A MAXIMUM OF $100 EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. TERM AND TERMINATION. 3.1. License Term. The term this Agreement will commence on the date you accept this Agreement and install or otherwise use the Software and will end on the earlier date that (a) you destroy the Software or (b) Looker terminates this Agreement.
3.2. Termination by You. You may terminate this Agreement at any time by removing and destroying the Software as described below.
3.3. Termination for Breach. This Agreement will terminate automatically if you if you attempt to circumvent any technical protection measures used in connection with the Software or you otherwise use the Software in breach of this Agreement.
3.4. Effect of Termination. Immediately on termination, you must permanently remove the Software from any devices on which it has been installed, and destroy all copies of Software.
3.5. Survival. Sections 1.2 through 1.5, 2, 4 and 5 shall survive termination of this Agreement.
4. ARBITRATION AND CLASS ACTION WAIVER4.1. How to Resolve a Dispute without Arbitration. If a dispute arises between you and Looker, you and Looker agree to try for 60 days to work it out informally. Mail or email a Notice of Dispute to Looker at the address below. Tell us your name, address, how to contact you, what the problem is, and how you would like to see it resolved. Instead of mailing a Notice of Dispute, you are permitted to sue Looker in small claims court in the county where you live or Santa Cruz County, California, if you meet the court's requirements.
4.2. Arbitration. If you and Looker can’t resolve the dispute within 60 days and you live in the United States, you and Looker agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act, and not to sue in court in front of a judge or jury.
4.3. Class Action Waiver. Neither you nor Looker may join or consolidate claims with any other person or entity. This includes any actions brought in arbitration, or in litigation in court, and especially includes claims brought as a representative or member of a class or in a private attorney general capacity.
4.4. Arbitration Procedure. The AAA will conduct any arbitration under its Consumer Arbitration Rules. For more information, see www.adr.org. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in the county where you live or Santa Cruz County, California, at your choice. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim; that means an arbitrator may determine your rights and order Looker to take certain actions, but may not do either for a class or group of persons.
4.5. Arbitration Fees and Expenses. If you wish to begin an arbitration against Looker but you cannot afford to pay AAA’s or the arbitrator's costs, Looker will advance those costs if you ask in writing by mailing your request to the address below. Looker will not ask to be reimbursed for the fees and expenses it advances to you, or Looker’s fees and expenses. If you lose the arbitration, the arbitrator will decide whether you must reimburse Looker for money Looker advanced for you for the arbitration. Fees and expenses are not counted in determining how much a dispute involves.
4.6. Conflict with AAA Rules. This Agreement governs if it conflicts with the AAA's Consumer Arbitration Rules.
4.7. Must File Within One Year. You and Looker must file in small claims court or arbitration any claim or dispute (except intellectual property disputes – see Disputes Covered) within one year from when it first could be filed.
5. GENERAL. 5.1. Integration. This Agreement is the complete and exclusive statement of the mutual understanding between you and Looker. It supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof.
5.2. Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties.
5.3. Assignment. You may not assign this Agreement for any reason. Any purported assignment shall be void.
5.4. Amendment. Looker may amend this Agreement from time to time by posting an amended version at its website and sending you an email or other written notice of the changes. The amendment will be deemed accepted and become effective 30 days after notice is sent (the “Proposed Amendment Date”). If you do not agree with the changes, your sole recourse is to stop using the Software. Your continued use of the Software following the Proposed Amendment Date will constitute your acceptance of such changes, except that (a) material changes to the arbitration provisions will apply to you only if you agree in writing, and (b) you may reject any change we make to this Agreement (except address changes) by mailing notice within 30 days of the change to the Santa Cruz address below. If you do, the most recent version of the Agreement before the change you rejected will apply.
5.5. Waiver; Counterparts. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
5.6. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California, United States of America without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any dispute not resolved through the arbitration provisions above must be brought in Santa Cruz, California, U.S.A., and the parties agree to the exercise of jurisdiction by a state or federal court in such counties. Looker will be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this Agreement, in addition to any other available remedies.
6. Notices. All notices under this Agreement must be sent in writing and shall be delivered by (i) personal hand delivery, (ii) first class mail with return receipt, (iii) overnight mail by recognized commercial carrier with tracking receipt, or (iv) confirmed email and copied by one of the methods described in (i), (ii) or (iii) above, to Looker at the address below, and to you at the address you provide to Looker.
Looker Data Sciences, Inc.
101 Church St., 4th Floor
Santa Cruz, CA 95060
support@looker.com