12.1 Integration. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof. 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. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Looker in lieu of or in addition to Looker’s Order Form, Customer’s purchase order shall be binding only as to the following terms: (a) the Products and Services ordered and (b) the appropriately calculated fees due. Other terms shall be void.
12.2 Assignment. This Agreement is personal to the Customer originally licensed and may not be assigned, whether by operation of law or otherwise, except that either party may assign this Agreement to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party or an applicable business unit. Any other purported assignment shall be void.
12.3 Force Majeure. Neither party shall be liable to the other for its failure to perform its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control.
12.4 Amendment; Counterparts. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party. 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. This Agreement may be executed by written signature or electronically and delivered in multiple counterparts, including facsimile, PDF, or other electronic counterparts, all of which will constitute one and the same instrument and agreement.
12.5 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 legal action relating to this Agreement will 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. In the event of any action, suit or proceeding related to this Agreement, the prevailing party, in addition to its rights and remedies otherwise available, shall be entitled to receive reimbursement of reasonable attorney’s fees and expenses and court costs.
12.6 Notices. All notices under this Agreement shall be sent in writing and shall be delivered by (a) personal hand delivery, (b) first class mail with return receipt, (c) overnight mail by recognized commercial carrier with tracking receipt, or (d) confirmed email or fax and copied by one of the methods described in (a), (b) or (c) above, to the address first listed above or to such other address that has been properly noticed.
12.7 No Agency Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between Customer and Looker.
12.8 Open Source Notice. Looker may distribute third party open source software programs with the Software either incorporated into the Software or provided separately. These third party programs are subject to their own additional license terms, none of which require notice, attribution, payment, disclosure or license back of any Customer information. A list of open source software programs delivered with the Software can be found in the readme.txt file in the Documentation.
12.9 Customer Identification. Customer agrees that Looker may identify customer as a user of Looker products and may use Customer’s name and logo in Looker's customer list, press releases, blog posts, advertisements, and website.
12.10 Customer Story. Customer agrees to participate in the following co-marketing activities: press release (upon launch or other agreed-upon milestone), case study and video testimonial. Customer also agrees to consider Looker-sponsored and industry webinar and speaking engagements as may be invited by Looker - the participation, timing and content of which to be mutually agreed upon between Parties.