Looker Data Sciences, Inc. including its subsidiaries (“Looker”) believes that the success of our business and the strength of our relationships are directly related to our actions. That’s why we’ve established high ethical standards and guiding principles for how we operate, and we expect each of our Suppliers to do the same. This Supplier Code of Conduct (the “Supplier Code”) describes the standards by which our Suppliers must operate and will be held accountable.

This Supplier Code applies to all Looker suppliers of products or services, including consulting firms, independent contractors, staffing agencies, agency temps, licensees, regardless of their title or the product or services they provide (“Suppliers”). Suppliers also includes partners, meaning any company or individual who has agreed to the Looker Partner Program Agreement. Suppliers should also encourage third parties they work with to comply with the standards described here. In your capacity as a Supplier, we expect you to know and follow all federal, state, provincial, and international laws and regulations that apply to your work where you do business.

This Supplier Code reflects Looker’s ethics and values, who we are and how we behave:

While this Supplier Code may serve as a guide, it is not intended to cover every applicable scenario or address every situation that may arise. You are expected to use good judgement in line with the high standards of ethics and integrity to which Looker has committed. You are expected to raise questions/concerns or seek additional guidance on appropriate conduct when a particular situation arises that may not be addressed in this Supplier Code. Yous should also encourage third parties they work with to comply with our standards.

I. SUPPLIERS ARE HONEST, ETHICAL AND MAINTAIN THE HIGHEST LEVEL OF PROFESSIONAL STANDARDS

Suppliers must strive to be honest, ethical and professional in all dealings with each other and with third parties. You are committed to being truthful, compete fairly, and respect and treat others with dignity.

Open and Honest Communication

Suppliers help create a culture of open and honest communication where everyone is encouraged to ask questions and share their concerns. From the top down, you have the responsibility of creating an environment that is supportive and responsive, and you raise concerns when you observe or hear about questionable behavior. Questions and concerns are investigated by the appropriate members of management and the appropriate remediation efforts are taken. Where improper behavior is found to have occurred, you will take appropriate action and will not tolerate retaliation against individuals who have identified or reported such behavior.

Fair Dealing

You are honest and truthful with all of Looker’s customers, vendors, business partners and government or other public officials. Looker strives to outperform our competition through superior performance of our products and services, not through unethical or illegal business practices. This means you deal fairly with whomever you have contact in the course of performing your jobs. You do not engage in deceptive, unfair or unethical practices.

II. SUPPLIERS AVOID ACTUAL OR APPARENT CONFLICTS OF INTEREST

Suppliers must make business decisions based on the best interests of Looker or Looker’s Supplier and not based on personal relationships or benefits, either for yourselves or for others. You do not use or attempt to use your position to obtain improper personal benefits.

A conflict of interest may exist where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of Looker or Looker’s Supplier. A conflict of interest may also arise whenever an action you have taken prevents you from objectively and honestly performing your duties and responsibilities to Looker. Common examples of situations that may create conflicts of interest include:

If you become aware of a possible conflict of interest, or if you have questions about whether a conflict of interest exists, consult your internal resources or your Looker business contact.

Gifts and Entertainment

We never want an exchange of gifts to be perceived as a bribe or an attempt to gain improper advantage with partners, customers or government and other public officials. Gifts can be anything of value, including meals, entertainment or physical objects. The exchange of nominal gifts such as t-shirts, swag or meals in conjunction with business discussions may be acceptable, provided the item or meal is not extravagant, is reasonable and appropriate for the circumstance, is given openly and directly without expectation of anything in return, and the gift or meal is not offered, provided or accepted to further a business interest. Gifts should not be: (i) made or received on a regular or frequent basis, (ii) made in cash, or gift or money cards, (iii) susceptible of being construed as a bribe or kickback, or (iv) be given or received in violation of any laws. In some parts of the world gift giving is common practice and not accepting a gift could reflect badly on Looker or Looker’s Supplier. Even in those instances, however, you should avoid giving a gift that exceeds a nominal value.

Gifts and entertainment involving government officials are expressly prohibited. A government official can be a national or local government employee, a political candidate, a party official, a member of a royal family, or an employee of a government-controlled entity.

Supplier employees who make, facilitate, and/or approve expenditures for meals, refreshments, or entertainment must use discretion and care to ensure that such expenditures are in the ordinary and proper course of business, conducted in appropriate locations, and could not be misconstrued.

If any uncertainty exists with respect to the appropriateness of any entertainment or gifts, consult your internal resources or your Looker business contact.

III. SUPPLIERS FOLLOW THE LETTER AND SPIRIT OF THE LAW

You strive to comply with the laws of the jurisdictions and countries where you do business. You are responsible for knowing and following the laws, rules and regulations applicable to Looker and Supplier. Where this Supplier Code or Looker guidelines differ from local laws or regulations, you always follow the higher standard. Violations of laws and regulations have serious consequences and may adversely affect the reputation and the trust we have built with our communities.

Disregard of laws, rules or regulations are not tolerated, and you understand that violation of domestic or foreign laws, rules and regulations may subject an individual, Suppliers, as well as Looker, to civil and/or criminal penalties, fines or restrictions.

Insider Trading

As a Supplier, you may have access to material, non-public information about Looker or other companies. The United States and many other countries have insider trading laws that restrict trading common stock or other securities and other activities by anyone who is aware of material, nonpublic information. Information is material if a reasonable investor would consider it important in deciding whether to buy, hold, or sell a company’s securities. Information that is not available to the public is called “inside” information.

To use material inside information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of this information, is unethical, a violation of this policy, and illegal, irrespective of whether the information is about Looker or another company.

If you become aware of material, nonpublic information, you do not:

Anti-Corruption, Bribery, and Kickbacks

Bribery is illegal in every jurisdiction where Looker does business, and the consequences are severe. You strictly prohibit the offer or acceptance of any bribes or kickbacks and participation in or facilitation of corrupt activity of any kind.

It is a violation of the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), the U.K. Bribery Act of 2010 and other similar international anti-corruption laws to engage in any form of bribery. Penalties for violating anti-corruption laws are severe and can include large fines and prison time.

This policy against offering, promising or paying bribes also applies to third parties who provide services or act on Looker’s behalf. You must never engage a third party whom you believe may attempt to offer a bribe in connection with Looker business. These laws apply to all Supplier employees, officers and directors and also to Supplier’s agents, consultants, distributors, independent contractors or anyone working on our behalf.

When doing business with government or public officials or others who may be connected to a government agency, please be aware of any special rules or laws that apply.

You do not use Looker or Supplier funds or resources to support political activity or lobbying.

You are committed to participating in international efforts to combat money laundering and to prevent the funding of terrorist and criminal activities.

If you believe corrupt practices are occurring within Looker’s supply chain, report your concerns to your internal resources or your Looker business contact immediately.

Antitrust

Suppliers must comply with antitrust laws that are designed to protect the competitive process. This means you are generally prohibited from entering into the following agreements or arrangements:

You do not exchange certain kinds of information, such as pricing, production and inventory, with competitors, regardless of how innocent or casual the exchange may be.

Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your internal resources for guidance about such laws.

Import and Export Compliance

Suppliers must comply with U.S. Export Control Laws that govern all exports of commodities and technical data from the U.S., including electronic or physical distribution of software and source code and written, electronic, or oral disclosure of technical data to a foreign visitor or H1B Visa worker. Individuals involved in international transactions need to know what is expected of Looker and Looker’s Suppliers, including any requirements related to taxes, verification, licensing, and permits. You are responsible for knowing and following the appropriate rules and procedures for imports and exports.

Compliance with export control laws is essential to do business in the international marketplace. United States and foreign governments maintain strict rules regarding the methodology for goods exchanged across their borders. When working with international customers, there may be additional steps required before delivering products or services internationally.

In many cases, the law requires an export license or other appropriate government approvals before an item may be shipped or transferred. As Looker and Looker’s Suppliers comply with these laws and regulations, you do not:

Failure to comply with U.S. export control laws could result in significant fines and penalties, denial of export licenses and/or the loss or restriction of our export privileges. Violation of these laws and regulations, even inadvertent ones, may also result in fines and imprisonment for individual employees and their management chain.

No Unsanctioned Boycotts

You do not participate in, cooperate with, or otherwise comply with laws, regulations or requirements associated with, unsanctioned foreign boycotts, including the Arab boycott of Israel. Questions or concerns about unsanctioned boycotts should be addressed to the your internal resources or your Looker business contact.

IV. SUPPLIERS PROTECT OUR ASSETS AND CONFIDENTIAL INFORMATION

You are committed to being an ethical steward of the data and personal information of its users, customers, prospects and employees and other individuals with whom Looker and its Suppliers interact. This helps create an environment of trust and integrity with Looker’s customers and the business community, and drives how Looker complies with applicable global data protection and privacy laws. Supplier’s policies and standards are consistent with applicable laws.

All non-public information about Looker, Supplier or a company with which we do business is considered confidential information. You protect assets and maintain the confidentiality of confidential information entrusted to Looker by Looker’s employees, job applicants, independent contractors or and other companies, including our customers.

You responsibly collect, use and protect the data and personal information that customers give or that are obtained through business partnerships. This includes the data and personal information that Looker’s customers give about their own customers or employees. Personal information includes names, email and street addresses, telephone numbers and login identification, financial account or personal health information, benefits information, Social Security, national identification, passport and driver’s license numbers.

Personal information is not disclosed except when that disclosure is authorized by the responsible entity or individual, or mandated by applicable law, regulation, legal process, or lawful government request, including in connection with national security or law enforcement requirements.

You follow all Looker security policies, privacy policies and supporting standards and procedures when engaging in any business process, delivering and supporting the Looker product and platform, or when using applications or systems that involve the use, storage or transmission of data and personal information.

Protection and Proper Use of Corporate Assets

Looker trusts our Suppliers with a wide range of technology and other tools that make it possible to do your job effectively. You are required to use these tools wisely and ensure their efficient use, as carelessness, waste and theft have a direct impact on profitability. Assets are only used for legitimate business purposes and not for any personal benefit or the personal benefit of others. Looker’s name, brand name or any trademark owned or associated with Looker are not to be used for any personal purpose.

The following activities are strictly prohibited while acting on behalf of Looker or while using Looker computing or communications equipment or facilities:

If authorization to access another entity’s internal computer system or other resource is received, a permanent record of that authorization must be made so that it may be retrieved for future reference, and access may not exceed the scope of that authorization.

Any misuse or suspected misuse of Looker assets must be immediately reported to your Looker business contact.

Confidentiality

Looker protects our Suppliers’ confidential information. In return, Suppliers must protect Looker’s confidential information. You should never disclose such information to anyone without our express authorization.

Confidential information includes non-public information that might be of use to competitors or harmful to Looker or Looker’s customers if disclosed, such as business, marketing and service plans; financial information; product ideas and roadmaps; computer code (both source and object code); engineering ideas, designs and techniques; databases; customer and supplier lists; pricing strategies; inventions; mask works; and personnel data, personally identifiable information pertaining to Looker’s employees, customers or other individuals; and similar types of information to any of the above, as provided to Looker by our customers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

In addition, you protect the sensitive and confidential Information of third parties, including Looker’s customers, partners and vendors, through formal agreements, such as Non Disclosure Agreements (NDAs), Data Protection Agreements (DPAs) and confidentiality clauses in the Looker Master Services Agreement (MSA) and the Partner Program Agreement. When you interact with other companies and organizations, there may be times when you learn confidential information about them before that information has been made available to the public. You treat this information in the same manner as you treat Looker’s sensitive, confidential and proprietary information.

You are expected to keep sensitive, confidential and proprietary information confidential unless and until that information is released to the public through approved channels. Unauthorized use or distribution of confidential information may be illegal and could result in civil liability and/or criminal penalties.

You also take care not to inadvertently disclose sensitive and confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks, mobile devices, memory sticks and laptop computers, are stored securely. You are fair and truthful in your public statements, and abide by the applicable Looker media policy and social media guidelines. Unauthorized posting or discussion of any information concerning Looker’s business, information or prospects on the Internet is prohibited. You are mindful of conversations regarding Looker in public spaces. All emails, chats and IMs, voicemails and other communications pertaining to Looker business are held as confidential information and are not to be forwarded or disseminated except for Looker business purposes.

Questions, issues or concerns regarding Looker assets or the protection of confidential information can be raised to your internal resources or your Looker business contact.

V. SUPPLIERS ENSURE FINANCIAL INTEGRITY AND RESPONSIBILITY

Looker relies on our books and records to report our financial results, make required legal filings, and make business decisions. As a Supplier, you must keep accurate books and records of all your business dealings with Looker. These records must be in accordance with applicable standard accounting practices. You strive to promote financial integrity throughout your business and in your financial reporting. You are responsible and fully comply with any requirements to file timely reports with government agencies and make disclosures that are accurate, balanced, complete and understandable. If you know of any actual or potential financial, accounting, or books and records issue related to Looker, speak to your Looker business contact.

VI. SUPPLIERS ARE GOOD GLOBAL CITIZENS.

You make concerted efforts to promote the protection of individuals and conduct business activities and operations in a manner that minimizes your impact on the environment. You comply with all applicable laws and regulations regarding the safety and health of our personnel. Your products do not contain conflict minerals such as tantalum, tin, tungsten and gold that finance or benefit armed groups perpetrating serious human rights abuses in the Democratic Republic of the Congo or an adjoining country.

Respect for the Individual

You are an equal opportunity employer that is committed to hiring individuals based on necessary qualifications, merit and credentials required for the role. You prohibit discrimination based on gender identity, gender expression, family medical history or genetic information, race, age, sexual orientation, ethnicity or national origin, disability, pregnancy, religion, political affiliation, veteran status or any other characteristic protected by law. You are also committed to a workplace that is free of harassment and bullying and where everyone is treated with dignity and respect.

In addition, compensation paid to workers complies with all applicable wage and labor laws, including those relating to minimum wages, overtime hours and legally mandated benefits. Working hours do not exceed the maximum hours set by local law and you do not employ child labor.

Safe Workplace

You do not tolerate any violence or threat of violence, as well as any behavior that impedes on the mental and emotional safety in the workplace, including offsite business or social events. You are committed to a violence-free environment that includes appropriate controls and safety procedures and compliance with relevant local and national laws, codes and regulations.

If you see something, say something. Discovery of potential threats to the security or privacy of Looker’s customer or employee information, should be reported immediately to security@looker.com.

Environmental

You actively aim to minimize your environmental footprint by taking steps across your offices to conserve energy, recycle and minimize waste. You comply with all local and environmental regulations and laws and strive to conduct our operations in a way that conserves natural resources.


MANAGING COMPLIANCE

Accountability

This Supplier Code is a statement of certain fundamental principles, policies and procedures that govern Looker’s Suppliers in the conduct of your business. Reported violations of this Supplier Code will be investigated and appropriate action taken.

Amendments

Looker is committed to continuously reviewing and updating our policies, and Looker’s management will review this Supplier Code on a regular basis. Looker therefore may amend this Supplier Code at any time and for any reason.