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1 Tableau Software EULA (April 2018) Tableau Software EULA (February 2019)
2 TABLEAU SOFTWARE TABLEAU SOFTWARE
3 END USER LICENSE AGREEMENT (“EULA”) END USER LICENSE AGREEMENT (“EULA”)
4
5 BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL
6 OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON TABLEAU’S WEBSITE AT WWW.TABLEAU.COM (AS MAY BE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON TABLEAU’S WEBSITE AT WWW.TABLEAU.COM (AS MAY BE
7 RELOCATED BY TABLEAU FROM TIME TO TIME). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT RELOCATED BY TABLEAU FROM TIME TO TIME). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT
8 SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND TABLEAU SOFTWARE, INC. OR THE APPLICABLE TABLEAU AFFILIATE SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND TABLEAU SOFTWARE, INC. OR THE APPLICABLE TABLEAU AFFILIATE
9 (“TABLEAU”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE. IF YOU WISH TO (“TABLEAU”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE. IF YOU WISH TO
10 USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU
11 MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU
12 REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO. IN THE EVENT YOU ARE REDIRECTED TO TABLEAU’S REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO. IN THE EVENT YOU ARE REDIRECTED TO TABLEAU’S
13 WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE POSTED THEREON. WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE POSTED THEREON.
14
15 This End User License Agreement (“Agreement”) is between Tableau This End User License Agreement (“Agreement”) is between Tableau
16 and the customer (individual or entity) that has downloaded or and the customer (individual or entity) that has downloaded or
17 otherwise procured the licensed Software (as defined below) for use otherwise procured the licensed Software (as defined below) for use
18 as an end user (“you”). This Agreement applies only to Software, as an end user (“you”). This Agreement applies only to Software,
19 Support and Maintenance Services, and Professional Services, as Support and Maintenance Services, and Professional Services, as
20 referenced herein. referenced herein.
21 1. Definitions. 1. Definitions.
22 Affiliate: means each legal entity that is directly or indirectly controlled Affiliate: means each legal entity that is directly or indirectly controlled
23 by you on or after the Effective Date and for so long as such entity by you on or after the Effective Date and for so long as such entity
24 remains directly or indirectly controlled by you (where “controlled” remains directly or indirectly controlled by you (where “controlled”
25 means the ownership of, or the power to vote, directly or indirectly, a means the ownership of, or the power to vote, directly or indirectly, a
26 majority of any class of voting securities of a corporation or limited majority of any class of voting securities of a corporation or limited
27 liability company, or the ownership of any general partnership interest liability company, or the ownership of any general partnership interest
28 in any general or limited partnership). in any general or limited partnership).
29 Authorized User: means those licensed uniquely identified individuals Authorized User: means those licensed uniquely identified individuals
30 who are authorized by you to install and/or use the Software regardless who are authorized by you to install and/or use the Software regardless
31 of whether those individuals are actively using the Software at any of whether those individuals are actively using the Software at any
32 given time. Licenses granted on an Authorized User basis may be given time. Licenses granted on an Authorized User basis may be
33 reassigned between uniquely identified individuals over time, but may reassigned between uniquely identified individuals over time, but may
34 not be reassigned so frequently as to enable the sharing of a single not be reassigned so frequently as to enable the sharing of a single
35 license between multiple users. license between multiple users.
36 Contractor: means those independent third parties who perform Contractor: means those independent third parties who perform
37 services related to this Agreement for you, but solely to the extent they services related to this Agreement for you, but solely to the extent they
38 are acting on your behalf. are acting on your behalf.
39 Customer Data: means data generated by you or your Authorized User Customer Data: means data generated by you or your Authorized User
40 and used by or imported into the Software, but excludes data and used by or imported into the Software, but excludes data
41 generated by a Client Sublicensee unless such data is combined with generated by a Client Sublicensee unless such data is combined with
42 your data or is relevant to your provision of services to such Client your data or is relevant to your provision of services to such Client
43 Sublicensee. Sublicensee.
44 Documentation: means any supporting product help and technical Documentation: means any supporting product help and technical
45 specifications documentation provided by Tableau with the Software to specifications documentation provided by Tableau with the Software to
46 you. you. Documentation does not include white papers, community forums,
47 training videos, tutorials, Knowledge Base articles or other similar
48 resources which may be made available for your convenience.
49 Effective Date: means the date of your first Ordering Document or the Effective Date: means the date of your first Ordering Document or the
50 initial Delivery date of the Software (whichever is earlier). initial Delivery date of the Software (whichever is earlier).
51 License Term: means the Software license term specified on the License Term: means the Software license term specified on the
52 applicable Ordering Document or by an Authorized Partner. The applicable Ordering Document or by an Authorized Partner. The
53 License Term may be a fixed term, a limited term for Evaluation License Term may be a fixed term, a limited term for Evaluation
54 Versions, or perpetual. Versions, or perpetual.
55 Ordering Document: means any order on a Tableau order form which Ordering Document: means any order on a Tableau order form which
56 references this Agreement. Each Ordering Document which references this Agreement. Each Ordering Document which
57 references this Agreement shall be deemed a part of this Agreement. references this Agreement shall be deemed a part of this Agreement.
58 Software: means the proprietary Tableau software product(s) provided Software: means the proprietary Tableau software product(s) provided
59 in connection with this Agreement in object code form (or as otherwise in connection with this Agreement in object code form (or as otherwise
60 specified in any related Ordering Document), as more fully described specified in any related Ordering Document), as more fully described
61 in the Documentation. “Software” shall also include any Support and in the Documentation. “Software” shall also include any Support and
62 Maintenance Services releases provided to you under this Agreement. Maintenance Services releases provided to you under this Agreement.
63 Unless otherwise noted, the Software and Documentation are referred Unless otherwise noted, the Software and Documentation are referred
64 to collectively herein as “Software”. to collectively herein as “Software”. All undefined names of Software
65 products have the meanings given to them in the Documentation.
66 2. Tableau Software Products. 2. Tableau Software Products.
67 2.1 Tableau Software. In order to use the Software under this 2.1 Tableau Software. In order to use the Software under this
68 Agreement, you must activate your copy of the Software with the valid Agreement, you must activate your copy of the Software with the valid
69 license key(s) or activation code(s) provided to you (“Product Key”) at license key(s) or activation code(s) provided to you (“Product Key”) at
70 the time of purchase and/or submit a uniquely identifiable user the time of purchase and/or submit a uniquely identifiable user
71 registration when prompted, in accordance with the scope of use and registration when prompted, in accordance with the scope of use and
72 other terms specified for each type of Software, the Documentation, other terms specified for each type of Software, the Documentation,
73 and as set forth in this Section 2 of this Agreement. and as set forth in this Section 2 of this Agreement.
74 2.2 Tableau Desktop (“Desktop Software”): If you purchased
75 or received a license to Desktop Software, the total count of Authorized
76 Users enabled to use such Desktop Software must not exceed the
77 number of licenses pur Except as set forth
78 chased on the applicable Ordering Document(s) herein, any terms which apply to a Software product (such as
79 or if there is no Ordering Document, as otherwise designated by
80 Tableau. For each such license you may install, via the Product Key,
81 one copy of the Desktop Software on one primary computer and a
82 second copy on a secondary computer for each Authorized User.
83 2.3 Tableau Server (“Server Software”): If you purchased or
84 received a Tableau
85 Server) also apply to any add-on features to that Software product.
86 license to Server Software, your license will be subject to either Core-Based or User-Based restrictions, as identified on the applicable Ordering Document, or if there is no Ordering Document, as otherwise designated by Tableau. 2.2 Usage Metrics. Your license to Tableau Software will be subject to either User-Based or Core-Based restrictions, as identified on the applicable Ordering Document, or if there is no Ordering Document, as otherwise designated by Tableau.
87 2.3.1 User-Based Server License: If your Server Software license is designated as User-Based, the total count of Authorized Users enabled to use such Server Software across all 2.2.1 User-Based License: If your Software license is designated as User-Based, the total count of Authorized Users enabled to use such Software
88 Production and Non-Production Environments must not exceed the number of licenses purchased on the applicable Ordering Document(s) or received by you from Tableau must not exceed the number of licenses purchased on the applicable Ordering Document(s) or received by you from Tableau, including to the extent applicable, across all Production
89 . Your purchase of “User-Based” and Non-Production Environments. Your purchase of “User-Based”
90 Server licenses may be further specified on the applicable Ordering Server licenses may be further specified on the applicable Ordering
91 Document as included in a specified Software package, such as Document as included in a specified Software package,
92 “Viewer”, “Interactor”, “Explorer” or “Creator”, and the technical capabilities available to each Authorized User within the Server and the technical capabilities available to each Authorized User
93 Software shall be as set forth in the Documentation. For the avoidance shall be as set forth in the Documentation.
94 of doubt, “User-Based” Server licenses may also be referred to in the
95 Ordering Document or Documentation as “Web Client” Server
96 licenses.
97 2.3.2 Core-Based Server License: If your Server Software license is designated on the applicable Ordering Document as Core-Based, for each such license an unlimited number of Authorized Users may use the Server Software as set forth in the Documentation (until Core capacity is reached), provided that the total number of Cores made available to each installation of the Server Software does not exceed the permitted number of Cores identified on your Ordering Document. When the Server Software is installed and distributed across multiple computers, all Cores made available to the 2.2.2 Core-Based License: If your Software license is designated on the applicable Ordering Document as Core-Based, for each such license an unlimited number of Authorized Users may use the Software as set forth in the Documentation (until Core capacity is reached), provided that the total number of Cores made available to each installation of the Software does not exceed the permitted number of Cores identified on your Ordering Document. When the Software is installed and distributed across multiple computers, all Cores made available to the
98 Server Software from each computer count toward to the total number of Cores licensed by you and identified on your Ordering Document. "Core" means the processor or execution core within a computer’s central processing unit, whether such Cores are virtual or physical. For purposes of Core-Based Server licenses, Authorized Users do not need to be uniquely identified. Software from each computer count toward to the total number of Cores licensed by you and identified on your Ordering Document. "Core" means the processor or execution core within a computer’s central processing unit, whether such Cores are virtual or physical. For purposes of Core-Based licenses, Authorized Users do not need to be uniquely identified.
99 2.4 Tableau Prep (“Prep Software”): If you purchased or 2.
100 received a license to Prep Software, each such license may only be
101 used by an Authorized User, and the total count of Authorized Users
102 enabled to use the Prep Software must not exceed your total number
103 of licensed Authorized Users. For each such license of Tableau Prep
104 you may install, via the Product Key, one copy of the Prep Software for
105 each Authorized User.
106 2.5 Software Packages. If you purchased or received a license
107 to a Software package such as Tableau “Viewer”, “Explorer” or
108 “Creator” 3 Software Packages. If you purchased or received a license
109 , such access and technical capabilities are as set forth in the Documentation and Ordering Document. For the avoidance of doubt, if you purchased or received a license to a Software package, each such Software package to a Software product or package, such access and technical capabilities are as set forth in the Documentation and Ordering Document. For the avoidance of doubt, if you purchased or received a license to a Software package, each such Software package which
110 may be used only by a single Authorized User, and may not be shared by multiple Authorized Users. is User-Based may be used only by a single Authorized User, and may not be shared by multiple Authorized Users.
111 3. License. 3. License.
112 3.1 Grant of License. Subject to all of the terms and conditions 3.1 Grant of License. Subject to all of the terms and conditions
113 of this Agreement, and except as set forth in Section 6 (Term and of this Agreement, and except as set forth in Section 6 (Term and
114 Termination), during the applicable License Term, Tableau grants you Tableau Software EULA (April 2018) Page 2 of 5 Termination), during the applicable License Term, Tableau grants you
115 a limited, worldwide, non-transferable, non-sublicensable (except as a limited, worldwide, non-transferable, non-sublicensable (except as
116 permitted under Section 3.7), non-exclusive license to use the permitted under Section 3.7), non-exclusive license to use the
117 Software for which you have been issued a Product Key by Tableau or Software for which you have been issued a Product Key by Tableau or
118 an Authorized Partner, but only in accordance with: (a) the an Authorized Partner, but only in accordance with: (a) the
119 Documentation; (b) the restrictions in Section 2 (Tableau Software Documentation; (b) the restrictions in Section 2 (Tableau Software
120 Products), Section 3.9 (License Restrictions) and any restrictions on Products), Section 3.9 (License Restrictions) and any restrictions on
121 the applicable Ordering Document; and (c) the number of Authorized the applicable Ordering Document; and (c) the number of Authorized
122 Users and/or permitted number of Cores (as applicable), on the Users and/or permitted number of Cores (as applicable), on the
123 platforms and configurations or any other restrictions mutually agreed platforms and configurations or any other restrictions mutually agreed
124 upon by you and an Authorized Partner. You may allow your upon by you and an Authorized Partner. You may allow your
125 Contractors and Affiliates to use the Software in accordance with this Contractors and Affiliates to use the Software in accordance with this
126 Agreement, provided you shall remain liable for all acts and omissions Agreement, provided you shall remain liable for all acts and omissions
127 of your Affiliates and Contractors as if their acts or omissions were your of your Affiliates and Contractors as if their acts or omissions were your
128 own. own.
129 3.2 Sample Code. Subject to the terms and conditions of this 3.2 Sample Code. Subject to the terms and conditions of this
130 Agreement, during the applicable License Term, Tableau grants you a Agreement, during the applicable License Term, Tableau grants you a
131 limited, worldwide, non-transferable, non-sublicensable, non-exclusive limited, worldwide, non-transferable, non-sublicensable, non-exclusive
132 license to modify any sample source code from the Software provided license to modify any sample source code from the Software provided Tableau Software EULA (February 2019) Page 2 of 5
133 by Tableau to you (“Sample Code”) solely for internal use for the by Tableau to you (“Sample Code”) solely for internal use for the
134 purposes of designing, developing, testing and otherwise facilitating purposes of designing, developing, testing and otherwise facilitating
135 your use of the Software under this Agreement. your use of the Software under this Agreement.
136 3.3 Production and Non-Production Environments: 3.3 Production and Non-Production Environments:
137 3.3.1 Production Environments. As it relates to the Server 3.3.1 Production Environments. As it relates to the Server
138 Software, your use of the Software for the purpose of developing, Software, your use of the Software for the purpose of developing,
139 creating, sharing, viewing and/or revising visualizations is considered creating, sharing, viewing and/or revising visualizations is considered
140 use within a “Production Environment” and you are entitled to one (1) use within a “Production Environment” and you are entitled to one (1)
141 Production Environment for each Server Software license you Production Environment for each Server Software license you
142 purchase under this Agreement. Your use of the Server Software in a purchase under this Agreement. Your use of the Server Software in a
143 Production Environment allows for a single Production Environment Production Environment allows for a single Production Environment
144 regardless of the fact that single Production Environment may regardless of the fact that single Production Environment may
145 consume all the Cores identified on your Ordering Document. consume all the Cores identified on your Ordering Document.
146 3.3.2 Non-Production Environments: You may use the Server 3.3.2 Non-Production Environments: You may use the Server
147 Software in a technical environment and on the platforms and Software in a technical environment and on the platforms and
148 configurations specified in the Documentation, solely for internal configurations specified in the Documentation, solely for internal
149 development and testing in connection with the functionality of your development and testing in connection with the functionality of your
150 licensed Software, or for disaster recovery purposes (“Non- licensed Software, or for disaster recovery purposes (“Non-
151 Production Environment”). For the avoidance of doubt, development Production Environment”). For the avoidance of doubt, development
152 of visualizations and any similar content creation is not a permitted use of visualizations and any similar content creation is not a permitted use
153 for the Non-Production Environment. Your installation, activation or for the Non-Production Environment. Your installation, activation or
154 use of a copy of the Software in a Non-Production Environment is use of a copy of the Software in a Non-Production Environment is
155 limited to the same number of Authorized Users and/or permitted limited to the same number of Authorized Users and/or permitted
156 number of Cores and/or computers as provided under Section 3.1 number of Cores and/or computers as provided under Section 3.1
157 above. Your use of the Server Software in a Non-Production above. Your use of the Server Software in a Non-Production
158 Environment may be concurrent with your use of the licensed Software Environment may be concurrent with your use of the licensed Software
159 in a Production Environment and such use is conditioned on you in a Production Environment and such use is conditioned on you
160 having an authorized license for the Software. You are only entitled to having an authorized license for the Software. You are only entitled to
161 two (2) Non-Production Environments under this Agreement. Any two (2) Non-Production Environments under this Agreement. Any
162 additional licenses for Non-Production Environments other than what additional licenses for Non-Production Environments other than what
163 is described in this Section 3.3 can be purchased by you and shall be is described in this Section 3.3 can be purchased by you and shall be
164 subject to the additional terms and conditions contained in the subject to the additional terms and conditions contained in the
165 applicable Ordering Document. applicable Ordering Document.
166 3.4 Archive Copies. You are entitled to make a reasonable 3.4 Archive Copies. You are entitled to make a reasonable
167 number of copies of the Software for archival purposes. number of copies of the Software for archival purposes.
168 3.5 Third-Party Code. The Software may contain or be 3.5 Third-Party Code. The Software may contain or be
169 provided with components which are licensed from third parties (“Third provided with components which are licensed from third parties (“Third
170 Party Code”), including components subject to the terms and Party Code”), including components subject to the terms and
171 conditions of “open source” software licenses (“Open Source conditions of “open source” software licenses (“Open Source
172 Software”). Open Source Software may be identified in the Software”). Open Source Software may be identified in the
173 Documentation, or in a list of the Open Source Software provided to Documentation, or in a list of the Open Source Software provided to
174 you upon your written request. To the extent required by the license you upon your written request. To the extent required by the license
175 that accompanies the Open Source Software, the terms of such license that accompanies the Open Source Software, the terms of such license
176 will apply in lieu of the terms of this Agreement with respect to such will apply in lieu of the terms of this Agreement with respect to such
177 Open Source Software, including, without limitation, any provisions Open Source Software, including, without limitation, any provisions
178 governing access to source code, modification or reverse engineering. governing access to source code, modification or reverse engineering.
179 3.6 Electronic Delivery. All Software and Documentation shall 3.6 Electronic Delivery. All Software and Documentation shall
180 be delivered by electronic means unless otherwise specified on the be delivered by electronic means unless otherwise specified on the
181 applicable Ordering Document. Software shall be deemed delivered applicable Ordering Document. Software shall be deemed delivered
182 when it is made available for download by you (“Delivery”). when it is made available for download by you (“Delivery”).
183 3.7 Client Sublicensees. You may permit third parties (“Client 3.7 Client Sublicensees. You may permit third parties (“Client
184 Sublicensees”) to access the Server Software as Authorized Users on Sublicensees”) to access the Server Software as Authorized Users on
185 your servers but only so the Client Sublicensees may: (a) interact with your servers but only so the Client Sublicensees may: (a) interact with
186 visualizations generated by you through your use of the Software and visualizations generated by you through your use of the Software and
187 based on Customer Data, or (b) themselves create visualizations using based on Customer Data, or (b) themselves create visualizations using
188 Customer Data, provided that in each case such Customer Data is Customer Data, provided that in each case such Customer Data is
189 relevant to your provision of services to that particular Client relevant to your provision of services to that particular Client
190 Sublicensee (“Visualization Access”) and further provided that you, Sublicensee (“Visualization Access”) and further provided that you,
191 in providing your Client Sublicensees Visualization Access, are not in providing your Client Sublicensees Visualization Access, are not
192 acting as “Marketing Service Provider”, “Service Bureau” or other entity acting as “Marketing Service Provider”, “Service Bureau” or other entity
193 with a similar business model. Client Sublicensees may not publish with a similar business model. Client Sublicensees may not publish
194 their own data to your Server Software, use any data other than their own data to your Server Software, use any data other than
195 Customer Data with your Server Software or access your Server Customer Data with your Server Software or access your Server
196 Software for any other purposes except as expressly permitted in this Software for any other purposes except as expressly permitted in this
197 Section 3.7. For the avoidance of doubt, Client Sublicensees may not Section 3.7. For the avoidance of doubt, Client Sublicensees may not
198 access your Desktop Software or Prep access any other Tableau Software, including any add-on features to
199 Software for any purpose. You shall ensure that all Client Sublicensees’ use of Server Software is limited as described in this Section 3.7 by designating the appropriate access levels for Client Sublicensees within Server Software. You shall be solely responsible for your relationships with Client Sublicensees and must notify Client Sublicensees that Tableau shall have no warranty, support or other obligation or liability to any Client Sublicensee. You Tableau Server Software for any purpose. You shall ensure that all Client Sublicensees’ use of Server Software is limited as described in this Section 3.7 by designating the appropriate access levels for Client Sublicensees within Server Software. You shall be solely responsible for your relationships with Client Sublicensees and must notify Client Sublicensees that Tableau shall have no warranty, support or other obligation or liability to any Client Sublicensee. You acknowledge that
200 Tableau does not assume and should not be exposed to the business
201 and operational risks associated with your business or any aspects of
202 providing Visualization Access to your Client Sublicensees, and
203 shall be liable for all acts and omissions of your Client Sublicensees as if their acts or omissions were your own. therefore you shall be liable for all acts and omissions of your Client Sublicensees as if their acts or omissions were your own.
204 3.8 Evaluation Version (“Evaluation Version”): If you ordered 3.8 Evaluation Version (“Evaluation Version”): If you ordered
205 a license to an Evaluation Version, you may install and use one copy a license to an Evaluation Version, you may install and use one copy
206 of the Evaluation Version Software solely for the purpose of evaluating of the Evaluation Version Software solely for the purpose of evaluating
207 the Software to determine whether to purchase a non-Evaluation the Software to determine whether to purchase a non-Evaluation
208 Version copy of the Software. You may not use the Evaluation Version Version copy of the Software. You may not use the Evaluation Version
209 for any other purposes, including but not limited to competitive for any other purposes, including but not limited to competitive
210 analysis, commercial, professional, or for-profit purposes. Licenses analysis, commercial, professional, or for-profit purposes. Licenses
211 provided under Tableau’s student access program constitute provided under Tableau’s student access program constitute
212 Evaluation Versions and the aforementioned prohibition against Evaluation Versions and the aforementioned prohibition against
213 commercial or professional use does not apply to such licenses. You commercial or professional use does not apply to such licenses. You
214 may only use the Evaluation Version for fourteen (14) days from the may only use the Evaluation Version for fourteen (14) days from the
215 date you activate and/or register via the Product Key or otherwise, date you activate and/or register via the Product Key or otherwise,
216 unless otherwise specified by Tableau in the Documentation or a unless otherwise specified by Tableau in the Documentation or a
217 separate writing from Tableau (“Evaluation Period”). Unless you pay separate writing from Tableau (“Evaluation Period”). Unless you pay
218 the applicable license fee for the Software (and Tableau issues you a the applicable license fee for the Software (and Tableau issues you a
219 Product Key in exchange), the Evaluation Version Software may Product Key in exchange), the Evaluation Version Software may
220 become inoperable and, in any event, your right to use the Evaluation become inoperable and, in any event, your right to use the Evaluation
221 Version Software automatically expires at the end of the Evaluation Version Software automatically expires at the end of the Evaluation
222 Period. Notwithstanding any other provision of this Agreement, the Period. Notwithstanding any other provision of this Agreement, the
223 Evaluation Version Software is provided “AS IS” without warranty or Evaluation Version Software is provided “AS IS” without warranty or
224 support of any kind, express or implied. Tableau may terminate your support of any kind, express or implied. Tableau may terminate your
225 license to the Evaluation Version Software upon written notice at any license to the Evaluation Version Software upon written notice at any
226 time for any reason and without liability of any kind. IF YOU time for any reason and without liability of any kind. IF YOU
227 SUBSEQUENTLY LICENSE A NON-EVALUATION VERSION OF SUBSEQUENTLY LICENSE A NON-EVALUATION VERSION OF
228 THE SOFTWARE, YOUR LICENSE TO THE EVALUATION VERSION THE SOFTWARE, YOUR LICENSE TO THE EVALUATION VERSION
229 SOFTWARE SHALL IMMEDIATELY TERMINATE AND YOU SOFTWARE SHALL IMMEDIATELY TERMINATE AND YOU
230 EXPRESSLY AGREE THAT, UNLESS YOU HAVE A SEPARATE EXPRESSLY AGREE THAT, UNLESS YOU HAVE A SEPARATE
231 SIGNED LICENSE AGREEMENT GOVERNING YOUR USE OF THE SIGNED LICENSE AGREEMENT GOVERNING YOUR USE OF THE
232 SOFTWARE, THIS AGREEMENT, AND THE TERMS AND SOFTWARE, THIS AGREEMENT, AND THE TERMS AND
233 CONDITIONS HEREIN, SHALL GOVERN YOUR USE OF SUCH CONDITIONS HEREIN, SHALL GOVERN YOUR USE OF SUCH
234 NON-EVALUATION VERSION. NON-EVALUATION VERSION.
235 3.9 License Restrictions. As a condition of your license, you 3.9 License Restrictions. As a condition of your license, you
236 shall not (and shall not allow any third party to): (a) decompile, shall not (and shall not allow any third party to): (a) decompile,
237 disassemble, or otherwise reverse engineer the Software or Third disassemble, or otherwise reverse engineer the Software or Third
238 Party Code or attempt to reconstruct or discover any source code, Party Code or attempt to reconstruct or discover any source code,
239 underlying ideas, algorithms, file formats or programming interfaces of underlying ideas, algorithms, file formats or programming interfaces of
240 the Software or Third Party Code by any means whatsoever (except the Software or Third Party Code by any means whatsoever (except
241 and only to the extent that applicable law prohibits or restricts reverse and only to the extent that applicable law prohibits or restricts reverse
242 engineering restrictions, or as permitted by an applicable Open Source engineering restrictions, or as permitted by an applicable Open Source
243 Software license); (b) distribute, sell, sublicense, rent, lease or use the Software license); (b) distribute, sell, sublicense, rent, lease or use the
244 Software, Third Party Code or Sample Code (or any portion thereof) Software, Third Party Code or Sample Code (or any portion thereof)
245 for time sharing, hosting, service provider or like purposes, except as for time sharing, hosting, service provider or like purposes, except as
246 expressly permitted under Section 3.7 of this Agreement; (c) remove expressly permitted under Section 3.7 of this Agreement; (c) remove
247 any product identification, proprietary, copyright trademark, service any product identification, proprietary, copyright trademark, service
248 mark, or other notices contained in the Software, Third Party Code or mark, or other notices contained in the Software, Third Party Code or
249 Sample Code; (d) except as permitted in Section 3.2, modify any part Sample Code; (d) except as permitted in Section 3.2, modify any part
250 of the Software, Third Party Code or Sample Code, create a derivative of the Software, Third Party Code or Sample Code, create a derivative
251 work of any part of the Software, Third Party Code, or Sample Code, work of any part of the Software, Third Party Code, or Sample Code,
252 or incorporate the Software, Third Party Code or Sample Code into or or incorporate the Software, Third Party Code or Sample Code into or
253 with other software, except to the extent expressly authorized in writing with other software, except to the extent expressly authorized in writing
254 by Tableau or as permitted by an applicable Open Source Software by Tableau or as permitted by an applicable Open Source Software
255 license; (e) publicly disseminate performance information or analysis license; (e) publicly disseminate performance information or analysis
256 (including, without limitation, benchmarks) from any source relating to (including, without limitation, benchmarks) from any source relating to
257 the Software; (f) utilize any equipment, device, software, or other the Software; (f) utilize any equipment, device, software, or other
258 means designed to circumvent or remove any form of Product Key or means designed to circumvent or remove any form of Product Key or
259 copy protection used by Tableau in connection with the Software, or copy protection used by Tableau in connection with the Software, or
260 use the Software together with any authorization code, Product Key, use the Software together with any authorization code, Product Key,
261 serial number, or other copy protection device not supplied by Tableau serial number, or other copy protection device not supplied by Tableau
262 or through an Authorized Partner; (g) use the Software to develop a or through an Authorized Partner; (g) use the Software to develop a
263 product which is competitive with any Tableau product offerings; (h) product which is competitive with any Tableau product offerings; (h)
264 use unauthorized Product Keys or keycode(s) or distribute or publish use unauthorized Product Keys or keycode(s) or distribute or publish
265 keycode(s) except as may be expressly permitted by Tableau in keycode(s) except as may be expressly permitted by Tableau in
266 writing; (i) as applicable to Desktop, Prep or User-Based Server licenses, enable access to the Software for a greater number of Authorized Users than the sum quantity of licenses purchased on the applicable Ordering Document(s); (j) as applicable to Desktop, Prep or User-Based Server licenses, reassign license rights between Authorized Users so frequently as to enable a single license to be writing; (i) as applicable to User-Based licenses, enable access to the Software for a greater number of Authorized Users than the sum quantity of licenses purchased on the applicable Ordering Document(s); (j) as applicable to User-Based licenses, reassign license rights between Authorized Users so frequently as to enable a single license to be
267 Tableau Software EULA (April 2018) Page 3 of 5
268 shared between multiple users; (k) assert, nor will you authorize, assist or encourage any third-party to assert, against Tableau or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Software or Support and Maintenance or Professional Services you have purchased or used hereunder; or (l) use the Software to develop a product that converts any Tableau file format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Tableau. shared between multiple users; (k) assert, nor will you authorize, assist or encourage any third-party to assert, against Tableau or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Software or Support and Maintenance or Professional Services you have purchased or used hereunder; or (l) use the Software to develop a product that converts any Tableau file format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Tableau.
269 4. Ownership. Notwithstanding anything to the contrary 4. Ownership. Notwithstanding anything to the contrary
270 contained herein, except for the limited license rights expressly contained herein, except for the limited license rights expressly
271 provided herein, Tableau and its licensors have and will retain all provided herein, Tableau and its licensors have and will retain all
272 rights, title and interest (including, without limitation, all patent, rights, title and interest (including, without limitation, all patent,
273 copyright, trademark, trade secret and other intellectual property copyright, trademark, trade secret and other intellectual property Tableau Software EULA (February 2019) Page 3 of 5
274 rights) in and to the Software, Sample Code, Third Party Code, rights) in and to the Software, Sample Code, Third Party Code,
275 Deliverables, and all copies, modifications and derivative works thereof Deliverables, and all copies, modifications and derivative works thereof
276 (including any changes which incorporate any of your ideas, feedback (including any changes which incorporate any of your ideas, feedback
277 or suggestions). You acknowledge that you are obtaining only a limited or suggestions). You acknowledge that you are obtaining only a limited
278 license right to the Software, Sample Code, Third Party Code and that license right to the Software, Sample Code, Third Party Code and that
279 irrespective of any use of the words “purchase”, “sale” or like terms irrespective of any use of the words “purchase”, “sale” or like terms
280 hereunder no ownership rights are being conveyed to you under this hereunder no ownership rights are being conveyed to you under this
281 Agreement or otherwise. Agreement or otherwise.
282 5. Payment. You shall pay all fees associated with the 5. Payment. You shall pay all fees associated with the
283 Software licensed and any services purchased hereunder as set forth Software licensed and any services purchased hereunder as set forth
284 in the applicable Ordering Document. All payments shall be made in in the applicable Ordering Document. All payments shall be made in
285 the currency noted on the applicable Ordering Document within thirty the currency noted on the applicable Ordering Document within thirty
286 (30) days of the date of the applicable electronic invoice. Except as (30) days of the date of the applicable electronic invoice. Except as
287 expressly set forth herein, all fees are non-refundable once paid. expressly set forth herein, all fees are non-refundable once paid.
288 Unless timely provided with a valid certificate of exemption or other Unless timely provided with a valid certificate of exemption or other
289 evidence that items are not taxable, Tableau will invoice you for all evidence that items are not taxable, Tableau will invoice you for all
290 applicable taxes including, but not limited to, VAT, GST, sales tax, applicable taxes including, but not limited to, VAT, GST, sales tax,
291 consumption tax and service tax. If any withholding tax is required by consumption tax and service tax. If any withholding tax is required by
292 applicable law to be paid by you in relation to payments due to Tableau applicable law to be paid by you in relation to payments due to Tableau
293 hereunder, you will provide Tableau with official receipts and/or hereunder, you will provide Tableau with official receipts and/or
294 certificates from the appropriate taxing authorities to establish that any certificates from the appropriate taxing authorities to establish that any
295 applicable taxes have been paid. applicable taxes have been paid.
296 6. Term and Termination. 6. Term and Termination.
297 6.1 Term of License. Unless sooner terminated as provided 6.1 Term of License. Unless sooner terminated as provided
298 herein, your license to Software expires at the end of the applicable herein, your license to Software expires at the end of the applicable
299 License Term. License Terms may be renewed if License Term. License Terms may be renewed in an Ordering
300 mutually agreed by the parties in an Ordering Document. Document or as otherwise mutually agreed by the parties.
301 6.2 Term of Agreement. This Agreement commences on the 6.2 Term of Agreement. This Agreement commences on the
302 Effective Date and expires at such time as all License Terms and Effective Date and expires at such time as all License Terms and
303 service subscriptions hereunder have expired in accordance with their service subscriptions hereunder have expired in accordance with their
304 own terms (the “Term”). Either party may terminate this Agreement own terms (the “Term”). Either party may terminate this Agreement
305 (including all related Ordering Documents) : (a) if the other party fails (including all related Ordering Documents) : (a) if the other party fails
306 to cure any material breach of this Agreement within thirty (30) days to cure any material breach of this Agreement within thirty (30) days
307 after written notice of such breach including without limitation your after written notice of such breach including without limitation your
308 failure to pay, provided that Tableau may terminate this Agreement and failure to pay, provided that Tableau may terminate this Agreement and
309 the Software license(s) (including termination of the Software the Software license(s) (including termination of the Software
310 license(s) if this Agreement has already expired or has been license(s) if this Agreement has already expired or has been
311 terminated) immediately upon any breach of Section 3.9 (License terminated) immediately upon any breach of Section 3.9 (License
312 Restrictions) (b) if the other party ceases operation without a Restrictions) (b) if the other party ceases operation without a
313 successor; (c) in order to comply with applicable laws, regulations, or successor; (c) in order to comply with applicable laws, regulations, or
314 requests of governmental entities, including U.S. economic sanctions requests of governmental entities, including U.S. economic sanctions
315 laws, regulations, and requirements, and applicable foreign import and laws, regulations, and requirements, and applicable foreign import and
316 export controls; or (d) if the other party seeks protection under any export controls; or (d) if the other party seeks protection under any
317 bankruptcy, receivership, trust deed, creditors arrangement, bankruptcy, receivership, trust deed, creditors arrangement,
318 composition or comparable proceeding, or if any such proceeding is composition or comparable proceeding, or if any such proceeding is
319 instituted against such party (and not dismissed within sixty (60) days). instituted against such party (and not dismissed within sixty (60) days).
320 Unless otherwise specified herein, termination is not an exclusive Unless otherwise specified herein, termination is not an exclusive
321 remedy and the exercise by either party of any remedy under this remedy and the exercise by either party of any remedy under this
322 Agreement will be without prejudice to any other remedies it may have Agreement will be without prejudice to any other remedies it may have
323 under this Agreement, by law, or otherwise. under this Agreement, by law, or otherwise.
324 6.3 Termination. Upon any expiration or termination of this 6.3 Termination. Upon any expiration or termination of this
325 Agreement, you shall cease any and all use of any Software, destroy Agreement, you shall cease any and all use of any Software, destroy
326 all copies thereof and so certify to Tableau in writing, and immediately all copies thereof and so certify to Tableau in writing, and immediately
327 pay any outstanding fees due hereunder. pay any outstanding fees due hereunder.
328 6.4 Survival. Sections 3.9 (License Restrictions), 4 6.4 Survival. Sections 3.9 (License Restrictions), 4
329 (Ownership), 5 (Payment), 6 (Term and Termination), 7.4 (Disclaimer (Ownership), 5 (Payment), 6 (Term and Termination), 7.4 (Disclaimer
330 of Warranties), 10.1, 10.2, 10.3 and 10.5 (Limitation of Remedies; of Warranties), 10.1, 10.2, 10.3 and 10.5 (Limitation of Remedies;
331 Indemnification and Damages), 11 (Confidential Information), 12 Indemnification and Damages), 11 (Confidential Information), 12
332 (Export Compliance) and 13 (General) shall survive any termination or (Export Compliance) and 13 (General) shall survive any termination or
333 expiration of this Agreement. expiration of this Agreement.
334 7. Limited Warranties and Disclaimer. 7. Limited Warranties and Disclaimer.
335 7.1 Limited Warranty. Tableau warrants to you that for a period 7.1 Limited Warranty. Tableau warrants to you that for a period
336 of thirty (30) days from Delivery (the “Warranty Period”) the Software of thirty (30) days from Delivery (the “Warranty Period”) the Software
337 shall operate in substantial conformity with the Documentation. shall operate in substantial conformity with the Documentation.
338 Tableau does not warrant that your use of the Software will be Tableau does not warrant that your use of the Software will be
339 uninterrupted or error-free or that any security mechanisms uninterrupted or error-free or that any security mechanisms
340 implemented by the Software will not have inherent limitations. implemented by the Software will not have inherent limitations.
341 Tableau’s sole liability (and your exclusive remedy) for any breach of Tableau’s sole liability (and your exclusive remedy) for any breach of
342 this warranty shall be, in Tableau’s sole discretion, to use commercially this warranty shall be, in Tableau’s sole discretion, to use commercially
343 reasonable efforts to provide you with an error-correction or work- reasonable efforts to provide you with an error-correction or work-
344 around which corrects the reported non-conformity, or if Tableau around which corrects the reported non-conformity, or if Tableau
345 determines such remedies to be impracticable within a reasonable determines such remedies to be impracticable within a reasonable
346 period of time, to refund the license fee paid for the applicable period of time, to refund the license fee paid for the applicable
347 Software. Tableau shall have no obligation with respect to a warranty Software. Tableau shall have no obligation with respect to a warranty
348 claim unless notified of such claim within the Warranty Period. For the claim unless notified of such claim within the Warranty Period. For the
349 avoidance of doubt, this warranty applies only to the initial Delivery of avoidance of doubt, this warranty applies only to the initial Delivery of
350 Software under an Ordering Document and does not renew or reset, Software under an Ordering Document and does not renew or reset,
351 for example, with renewal License Terms or the delivery of Software for example, with renewal License Terms or the delivery of Software
352 updates or maintenance releases or Product Keys. updates or maintenance releases or Product Keys.
353 7.2 Exclusions. The above warranty shall not apply: (a) if the 7.2 Exclusions. The above warranty shall not apply: (a) if the
354 Software is used with hardware or software not authorized in the Software is used with hardware or software not authorized in the
355 Documentation; (b) if any modifications are made to the Software by Documentation; (b) if any modifications are made to the Software by
356 you or any third party; (c) to defects in the Software due to accident, you or any third party; (c) to defects in the Software due to accident,
357 abuse or improper use by you; (d) to any Evaluation Version or other abuse or improper use by you; (d) to any Evaluation Version or other
358 Software provided on a no charge or evaluation basis; or (e) to any Software provided on a no charge or evaluation basis; or (e) to any
359 maps created using the Software (“Maps”), such functionality is maps created using the Software (“Maps”), such functionality is
360 provided purely for reference purposes. Tableau makes every effort to provided purely for reference purposes. Tableau makes every effort to
361 ensure the Maps are free of errors but does not warrant the Maps or ensure the Maps are free of errors but does not warrant the Maps or
362 Map features are accurate. The boundaries and names shown and the Map features are accurate. The boundaries and names shown and the
363 designations used in the Maps do not imply official endorsement or designations used in the Maps do not imply official endorsement or
364 acceptance by Tableau. acceptance by Tableau.
365 7.3 Mutual Warranties. Both parties each hereby warrant to 7.3 Mutual Warranties. Both parties each hereby warrant to
366 the other that: (a) it has the authority to enter into the Agreement, to the other that: (a) it has the authority to enter into the Agreement, to
367 grant the rights granted by it under the Agreement, and to perform its grant the rights granted by it under the Agreement, and to perform its
368 obligations under the Agreement; and (b) it will comply with all obligations under the Agreement; and (b) it will comply with all
369 applicable laws and regulations in effect during the term of the applicable laws and regulations in effect during the term of the
370 Agreement as they apply to such party’s rights obligations under the Agreement as they apply to such party’s rights obligations under the
371 Agreement. Agreement.
372 7.4 Disclaimer of Warranties. THIS SECTION 7 IS A LIMITED 7.4 Disclaimer of Warranties. THIS SECTION 7 IS A LIMITED
373 WARRANTY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS WARRANTY AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS
374 SECTION 7, THE SOFTWARE, INCLUDING WITHOUT LIMITATION SECTION 7, THE SOFTWARE, INCLUDING WITHOUT LIMITATION
375 THE MAPS AND THE THIRD-PARTY CODE, AND ALL SERVICES THE MAPS AND THE THIRD-PARTY CODE, AND ALL SERVICES
376 ARE PROVIDED “AS IS”. NEITHER TABLEAU NOR ITS LICENSORS ARE PROVIDED “AS IS”. NEITHER TABLEAU NOR ITS LICENSORS
377 MAKES ANY OTHER WARRANTIES, CONDITIONS OR MAKES ANY OTHER WARRANTIES, CONDITIONS OR
378 UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR
379 OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
380 TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
381 PURPOSE OR NONINFRINGEMENT. YOU MAY HAVE OTHER PURPOSE OR NONINFRINGEMENT. YOU MAY HAVE OTHER
382 STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT
383 PERMITTED BY LAW, THE DURATION OF STATUTORILY PERMITTED BY LAW, THE DURATION OF STATUTORILY
384 REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE
385 WARRANTY PERIOD. WARRANTY PERIOD.
386 8. Support & Maintenance. Subject to the terms and 8. Support & Maintenance. Subject to the terms and
387 conditions of this Agreement, including payment of any applicable fees, conditions of this Agreement, including payment of any applicable fees,
388 Tableau shall provide support and maintenance services for the Tableau shall provide support and maintenance services for the
389 Software for the period set forth in the Ordering Document, pursuant Software for the period set forth in the Ordering Document, pursuant
390 to Tableau’s then-current Support and Maintenance Policies to Tableau’s then-current Support and Maintenance Policies
391 (“Support and Maintenance Services”). All Support and (“Support and Maintenance Services”). All Support and
392 Maintenance Services renewals will be subject to the terms and Maintenance Services renewals will be subject to the terms and
393 conditions of this Agreement including Tableau’s then-current Support conditions of this Agreement including Tableau’s then-current Support
394 and Maintenance Policies. and Maintenance Policies.
395 9. Professional Services. Tableau shall provide the number of hours 9. Professional Services. Tableau shall provide the number of hours
396 of professional consulting or training services (“Professional of professional consulting or training services (“Professional
397 Services”) purchased in the applicable Ordering Document or online Services”) purchased in the applicable Ordering Document or online
398 ordering process. ordering process. No Software license purchases are contingent on
399 The parties acknowledge that the scope of the Professional Services provided hereunder consists solely of either or both of: (a) assistance with Software installation, deployment, and usage; and (b) training in use of the Software. You shall have a license right to use any deliverables (including any documentation, code, Software, training materials or other work product) delivered as part of the Professional Services (“Deliverables”) solely in connection with your licensed use of the Software, subject to all the same terms and conditions as apply to your Software license (including in Section 3.9 (License Restrictions)), and subject to any additional terms and any Professional Services. The parties acknowledge that the scope of the Professional Services provided hereunder consists solely of either or both of: (a) training to assist with Software installation, deployment, and usage; and (b) training in use of the Software. You shall have a license right to use any deliverables (including any documentation, code, Software, training materials or other work product) delivered as part of the Professional Services (“Deliverables”) solely in connection with your licensed use of the Software, subject to all the same terms and conditions as apply to your Software license (including in Section 3.9 (License Restrictions)), and subject to any additional terms and
400 conditions provided with the Deliverables. You may order Professional conditions provided with the Deliverables. You may order Professional
401 Services under an Ordering Document or a mutually executed Services under an Ordering Document or a mutually executed
402 Statement of Work (“SOW”) describing the work to be performed, fees Statement of Work (“SOW”) describing the work to be performed, fees
403 and any applicable milestones, dependencies and other technical Tableau Software EULA (April 2018) Page 4 of 5 and any applicable milestones, dependencies and other technical
404 specifications or related information. You will reimburse Tableau for specifications or related information. You will reimburse Tableau for
405 reasonable travel and lodging expenses as incurred. reasonable travel and lodging expenses as incurred.
406 10. Limitation of Remedies; Indemnification and Damages. 10. Limitation of Remedies; Indemnification and Damages.
407 10.1 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION 10.1 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION
408 11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH 11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH
409 OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9 OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9
410 (LICENSE RESTRICTIONS) OR SECTION 12 (EXPORT (LICENSE RESTRICTIONS) OR SECTION 12 (EXPORT
411 COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT
412 SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR
413 OBLIGATIONS UNDER SECTION 10.5, NEITHER PARTY SHALL BE OBLIGATIONS UNDER SECTION 10.5, NEITHER PARTY SHALL BE
414 LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF
415 SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR
416 ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
417 DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS
418 OF COVER), REGARDLESS OF THE FORM OF ACTION, OF COVER), REGARDLESS OF THE FORM OF ACTION,
419 WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), Tableau Software EULA (February 2019) Page 4 of 5
420 STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE
421 POSSIBILITY OF SUCH DAMAGES IN ADVANCE. POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
422 10.2 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION 10.2 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION
423 11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH 11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH
424 OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9 OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9
425 (LICENSE RESTRICTIONS), OR SECTION 12 (EXPORT (LICENSE RESTRICTIONS), OR SECTION 12 (EXPORT
426 COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT
427 SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR
428 INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.5, EACH INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.5, EACH
429 PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL
430 NOT EXCEED THE LESSER OF (I) FEES PAID OR OWED BY YOU NOT EXCEED THE LESSER OF (I) FEES PAID OR OWED BY YOU
431 UNDER THIS AGREEMENT DURING THE TWELVE MONTHS UNDER THIS AGREEMENT DURING THE TWELVE MONTHS
432 PRECEDING THE CLAIM, OR (II) US$1,000,000. PRECEDING THE CLAIM, OR (II) US$1,000,000. IN THE CASE
433 WHERE NO AMOUNT WAS PAID FOR THE SOFTWARE OR
434 SERVICE GIVING RISE TO THE CLAIM, TABLEAU AND ITS
435 LICENSORS’ ENTIRE LIABILITY TO YOU UNDER THIS
436 AGREEMENT SHALL NOT EXCEED USD$100.
437 10.3 The parties agree that the limitations specified in this 10.3 The parties agree that the limitations specified in this
438 Section 10 will survive and apply even if any limited remedy specified Section 10 will survive and apply even if any limited remedy specified
439 in this Agreement is found to have failed of its essential purpose. in this Agreement is found to have failed of its essential purpose.
440 10.4 Tableau Indemnification: Tableau shall defend you from 10.4 Tableau Indemnification: Tableau shall defend you from
441 and against any claim by a third party alleging that the Software when and against any claim by a third party alleging that the Software when
442 used as authorized under this Agreement infringes a U.S. patent, U.S. used as authorized under this Agreement infringes a U.S. patent, U.S.
443 copyright, or U.S. trademark and shall indemnify and hold you copyright, or U.S. trademark and shall indemnify and hold you
444 harmless from and against any damages and costs awarded against harmless from and against any damages and costs awarded against
445 you or agreed in settlement by Tableau (including reasonable you or agreed in settlement by Tableau (including reasonable
446 attorneys’ fees) resulting from such claim, provided that Tableau shall attorneys’ fees) resulting from such claim, provided that Tableau shall
447 have received from you: (a) prompt written notice of such claim (but in have received from you: (a) prompt written notice of such claim (but in
448 any event notice in sufficient time for Tableau to respond without any event notice in sufficient time for Tableau to respond without
449 prejudice); (b) the exclusive right to control and direct the investigation, prejudice); (b) the exclusive right to control and direct the investigation,
450 defense, and settlement (if applicable) of such claim; and (c) all defense, and settlement (if applicable) of such claim; and (c) all
451 reasonably necessary cooperation from you. If your use of the reasonably necessary cooperation from you. If your use of the
452 Software is (or in Tableau’s opinion is likely to be) enjoined, if required Software is (or in Tableau’s opinion is likely to be) enjoined, if required
453 by settlement or if Tableau determines such actions are reasonably by settlement or if Tableau determines such actions are reasonably
454 necessary to avoid material liability, Tableau may, in its sole discretion: necessary to avoid material liability, Tableau may, in its sole discretion:
455 (i) substitute for the Software substantially functionally similar (i) substitute for the Software substantially functionally similar
456 programs and documentation; (ii) procure for you the right to continue programs and documentation; (ii) procure for you the right to continue
457 using the Software; or if (i) and (ii) are not commercially reasonable, using the Software; or if (i) and (ii) are not commercially reasonable,
458 (iii) terminate this Agreement and refund to you any prepaid, unused (iii) terminate this Agreement and refund to you any prepaid, unused
459 license fees for the duration of the then-current License Term (or, if license fees for the duration of the then-current License Term (or, if
460 your License Term is perpetual, your refund will equal the license fee your License Term is perpetual, your refund will equal the license fee
461 paid by you as reduced to reflect a five year straight-line depreciation paid by you as reduced to reflect a five year straight-line depreciation
462 from the applicable license purchase date). The foregoing obligations from the applicable license purchase date). The foregoing obligations
463 of Tableau shall not apply: (1) if the Software is modified by any party of Tableau shall not apply: (1) if the Software is modified by any party
464 other than Tableau, but solely to the extent the alleged infringement is other than Tableau, but solely to the extent the alleged infringement is
465 caused by such modification; (2) if the Software is combined with caused by such modification; (2) if the Software is combined with
466 products or processes not provided or authorized by Tableau, but products or processes not provided or authorized by Tableau, but
467 solely to the extent the alleged infringement is caused by such solely to the extent the alleged infringement is caused by such
468 combination; (3) to any unauthorized use of the Software; (4) to any combination; (3) to any unauthorized use of the Software; (4) to any
469 unsupported release of the Software; (5) to any Third-Party Code unsupported release of the Software; (5) to any Third-Party Code
470 contained within the Software; or (6) if you settle or make any contained within the Software; or (6) if you settle or make any
471 admissions with respect to a claim without Tableau’s prior written admissions with respect to a claim without Tableau’s prior written
472 consent. THIS SECTION 10 SETS FORTH TABLEAU’S AND ITS consent. THIS SECTION 10 SETS FORTH TABLEAU’S AND ITS
473 LICENSORS’ SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE LICENSORS’ SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE
474 REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL
475 PROPERTY INFRINGEMENT. PROPERTY INFRINGEMENT.
476 10.5 Indemnification by You. Subject to this Section 10, you 10.5 Indemnification by You. Subject to this Section 10, you
477 shall defend Tableau from and against all claims by third parties shall defend Tableau from and against all claims by third parties
478 (including any Client Sublicensees and Contractors) resulting from or (including any Client Sublicensees and Contractors) resulting from or
479 relating to: (a) any breach by you of Section 3.7 (Client Sublicensees), relating to: (a) any breach by you of Section 3.7 (Client Sublicensees),
480 or (b) Client Sublicensees’ use of the Software, and shall indemnify or (b) Client Sublicensees’ use of the Software, and shall indemnify
481 and hold Tableau harmless from and against any damages and costs and hold Tableau harmless from and against any damages and costs
482 awarded against Tableau or agreed in settlement by you (including awarded against Tableau or agreed in settlement by you (including
483 reasonable attorney’s fees) resulting from such claims, provided that reasonable attorney’s fees) resulting from such claims, provided that
484 you shall have received from Tableau: (i) prompt written notice of such you shall have received from Tableau: (i) prompt written notice of such
485 claim (but in any event notice in sufficient time for you to respond claim (but in any event notice in sufficient time for you to respond
486 without prejudice); (ii) the exclusive right to control and direct the without prejudice); (ii) the exclusive right to control and direct the
487 investigation, defense, and settlement (if applicable) of such claim; and investigation, defense, and settlement (if applicable) of such claim; and
488 (iii) all reasonably necessary cooperation from Tableau. You may not (iii) all reasonably necessary cooperation from Tableau. You may not
489 settle any such claim relating to the Software without Tableau’s prior settle any such claim relating to the Software without Tableau’s prior
490 written consent, which shall not be unreasonably withheld, conditioned written consent, which shall not be unreasonably withheld, conditioned
491 or delayed. or delayed.
492 11. Confidential Information. 11. Confidential Information.
493 11.1 Use of Confidential Information. Each party agrees that all 11.1 Use of Confidential Information. Each party agrees that all
494 code, inventions, know-how, business, technical and financial code, inventions, know-how, business, technical and financial
495 information it obtains (“Receiving Party”) from the disclosing party information it obtains (“Receiving Party”) from the disclosing party
496 (“Disclosing Party”) constitute the confidential property of the (“Disclosing Party”) constitute the confidential property of the
497 Disclosing Party (“Confidential Information”), provided that it is Disclosing Party (“Confidential Information”), provided that it is
498 identified as confidential at the time of disclosure or should be identified as confidential at the time of disclosure or should be
499 reasonably known by the Receiving Party to be Confidential reasonably known by the Receiving Party to be Confidential
500 Information due to the nature of the information disclosed and the Information due to the nature of the information disclosed and the
501 circumstances surrounding the disclosure. Any software (including circumstances surrounding the disclosure. Any software (including
502 Software), pricing, documentation or technical information provided by Software), pricing, documentation or technical information provided by
503 Tableau (or its agents), performance information relating to the Tableau (or its agents), performance information relating to the
504 Software, and the terms of this Agreement shall be deemed Software, and the terms of this Agreement shall be deemed
505 Confidential Information of Tableau without any marking or further Confidential Information of Tableau without any marking or further
506 designation. Except as expressly authorized herein, the Receiving designation. Except as expressly authorized herein, the Receiving
507 Party will hold in confidence and not disclose any Confidential Party will hold in confidence and not disclose any Confidential
508 Information to anyone other than its affiliates, employees and Information to anyone other than its affiliates, employees and
509 consultants (“Representatives”) who have a need to know and who consultants (“Representatives”) who have a need to know and who
510 agree in writing to keep the information confidential on terms no less agree in writing to keep the information confidential on terms no less
511 restrictive than those contained in this Agreement. Both Tableau and Company will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or restrictive than those contained in this Agreement. Both Tableau and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or
512 disclosure of Confidential Information by such Representatives. The disclosure of Confidential Information by such Representatives. The
513 Receiving Party’s nondisclosure obligation shall not apply to Receiving Party’s nondisclosure obligation shall not apply to
514 information which the Receiving Party can document: (a) was rightfully information which the Receiving Party can document: (a) was rightfully
515 in its possession or known to it prior to receipt of the Confidential in its possession or known to it prior to receipt of the Confidential
516 Information; (b) is or has become public knowledge through no fault of Information; (b) is or has become public knowledge through no fault of
517 the Receiving Party; (c) is rightfully obtained by the Receiving Party the Receiving Party; (c) is rightfully obtained by the Receiving Party
518 from a third party without breach of any confidentiality obligation; (d) is from a third party without breach of any confidentiality obligation; (d) is
519 independently developed by employees of the Receiving Party who independently developed by employees of the Receiving Party who
520 had no access to such information; or (e) is required to be disclosed had no access to such information; or (e) is required to be disclosed
521 pursuant to a regulation, law or court order (but only to the minimum pursuant to a regulation, law or court order (but only to the minimum
522 extent required to comply with such regulation or order and with extent required to comply with such regulation or order and with
523 advance notice to the Disclosing Party). The Receiving Party advance notice to the Disclosing Party). The Receiving Party
524 acknowledges that disclosure of Confidential Information would cause acknowledges that disclosure of Confidential Information would cause
525 substantial harm for which damages alone would not be a sufficient substantial harm for which damages alone would not be a sufficient
526 remedy, and therefore that upon any such disclosure by the Receiving remedy, and therefore that upon any such disclosure by the Receiving
527 Party, the Disclosing Party shall be entitled to seek appropriate Party, the Disclosing Party shall be entitled to seek appropriate
528 equitable relief in addition to whatever other remedies it might have at equitable relief in addition to whatever other remedies it might have at
529 law. law.
530 11.2 Privacy Policy: Your use of the Software, Support and 11.2 Privacy Policy: Your use of the Software, Support and
531 Maintenance or Professional Services is subject to Tableau Software’s Maintenance or Professional Services is subject to Tableau Software’s
532 Privacy Policy, a current version of which is available here: Privacy Policy, a current version of which is available here:
533 https://www.tableau.com/privacy. https://www.tableau.com/privacy.
534 12. Export Compliance. You acknowledge that the Software 12. Export Compliance. You acknowledge that the Software
535 is subject to United States export control and economic sanctions laws, is subject to United States export control and economic sanctions laws,
536 regulations, and requirements, and to import laws, regulations, and regulations, and requirements, and to import laws, regulations, and
537 requirements of foreign governments. You agree that (1) all use, requirements of foreign governments. You agree that (1) all use,
538 exports, and imports related to this Agreement will be in compliance exports, and imports related to this Agreement will be in compliance
539 with these laws and regulations and (2) you shall not allow any third with these laws and regulations and (2) you shall not allow any third
540 party to export, re-export, or transfer any part of Software in violation party to export, re-export, or transfer any part of Software in violation
541 of these laws and regulations. The foregoing obligations include but of these laws and regulations. The foregoing obligations include but
542 are not limited to you or a third party exporting, transferring, or are not limited to you or a third party exporting, transferring, or
543 importing the Software to: (a) to any country subject to export control importing the Software to: (a) to any country subject to export control
544 embargo or economic sanctions implemented by any agency of the embargo or economic sanctions implemented by any agency of the
545 U.S. or foreign governments; (b) any person or entity on any of the U.S. U.S. or foreign governments; (b) any person or entity on any of the U.S.
546 Government’s Lists of Parties of Concern Government’s Lists of Parties of Concern
547 (http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of- (http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-
548 concern) or applicable international specially-designated parties or concern) or applicable international specially-designated parties or
549 economic sanctions programs; (c) to any end-user for any known end- economic sanctions programs; (c) to any end-user for any known end-
550 use related to the proliferation of nuclear, chemical or biological use related to the proliferation of nuclear, chemical or biological
551 weapons or missiles, without first obtaining any export license or other weapons or missiles, without first obtaining any export license or other
552 approval that may be required by any U.S. Government agency having approval that may be required by any U.S. Government agency having
553 jurisdiction with respect to the transaction; or (d) otherwise in violation jurisdiction with respect to the transaction; or (d) otherwise in violation
554 of any export or import laws, regulations or requirements of any United of any export or import laws, regulations or requirements of any United
555 States or foreign agency or authority. States or foreign agency or authority.
556 13. General. 13. General.
557 13.1 Assignment. This Agreement will bind and inure to the 13.1 Assignment. This Agreement will bind and inure to the
558 benefit of each party’s permitted successors and assigns. Tableau may benefit of each party’s permitted successors and assigns. Tableau may
559 assign this Agreement to any affiliate or in connection with a merger, assign this Agreement to any affiliate or in connection with a merger,
560 reorganization, acquisition or other transfer of all or substantially all of reorganization, acquisition or other transfer of all or substantially all of
561 Tableau’s assets or voting securities. You may not assign or transfer Tableau’s assets or voting securities. You may not assign or transfer
562 this Agreement, in whole or in part, without Tableau’s written consent this Agreement, in whole or in part, without Tableau’s written consent
563 except that you may assign your rights and obligations under this except that you may assign your rights and obligations under this
564 Agreement, in whole but not in part, without Tableau’s written consent Tableau Software EULA (April 2018) Page 5 of 5 Agreement, in whole but not in part, without Tableau’s written consent
565 in connection with any merger, consolidation, sale of all or substantially in connection with any merger, consolidation, sale of all or substantially
566 all of your assets, or any other similar transaction provided that: (a) the all of your assets, or any other similar transaction provided that: (a) the
567 assignee is not a direct competitor of Tableau; (b) you provide prompt assignee is not a direct competitor of Tableau; (b) you provide prompt
568 written notice of such assignment to Tableau; (c) the assignee is written notice of such assignment to Tableau; (c) the assignee is
569 capable of fully performing your obligations under this Agreement; and capable of fully performing your obligations under this Agreement; and
570 (d) the assignee agrees to be bound by the terms and conditions of (d) the assignee agrees to be bound by the terms and conditions of
571 this Agreement. Any attempt to transfer or assign this Agreement this Agreement. Any attempt to transfer or assign this Agreement
572 without such written consent will be null and void. without such written consent will be null and void.
573 13.2 Severability. If any provision of this Agreement shall be 13.2 Severability. If any provision of this Agreement shall be
574 adjudged by any court of competent jurisdiction to be unenforceable or adjudged by any court of competent jurisdiction to be unenforceable or
575 invalid, that provision shall be limited to the minimum extent necessary invalid, that provision shall be limited to the minimum extent necessary
576 so that this Agreement shall otherwise remain in effect. so that this Agreement shall otherwise remain in effect. Tableau Software EULA (February 2019) Page 5 of 5
577 13.3 Governing Law; Jurisdiction and Venue. Excluding conflict 13.3 Governing Law; Jurisdiction and Venue. Excluding conflict
578 of laws rules, this Agreement shall be governed by and construed of laws rules, this Agreement shall be governed by and construed
579 under: (a) the laws of the State of Washington, U.S. if you are located under: (a) the laws of the State of Washington, U.S. if you are located
580 in North or South America, (b) the laws of Japan if you are located in in North or South America, (b) the laws of Japan if you are located in
581 Japan, (c) the laws of Singapore if you are located in Asia (excluding Japan, (c) the laws of Singapore if you are located in Asia (excluding
582 Japan) or Australia, or (d) the laws of England and Wales if you located Japan) or Australia, or (d) the laws of England and Wales if you located
583 outside of North or South America, Asia and Australia. All disputes outside of North or South America, Asia and Australia. All disputes
584 arising out of or in relation to this Agreement shall be submitted to the arising out of or in relation to this Agreement shall be submitted to the
585 exclusive jurisdiction of the courts of: (i) Seattle, Washington when the exclusive jurisdiction of the courts of: (i) Seattle, Washington when the
586 laws of Washington apply, (ii) Tokyo, Japan, when the laws of Japan laws of Washington apply, (ii) Tokyo, Japan, when the laws of Japan
587 apply, (iii) Singapore when the laws of Singapore apply, or (iv) London apply, (iii) Singapore when the laws of Singapore apply, or (iv) London
588 when the laws of England and Wales apply. Nothing in this section when the laws of England and Wales apply. Nothing in this section
589 shall restrict Tableau’s right to bring an action (including for example a shall restrict Tableau’s right to bring an action (including for example a
590 motion for injunctive relief) against you in the jurisdiction where your motion for injunctive relief) against you in the jurisdiction where your
591 place of business is located. The United Nations Convention on place of business is located. The United Nations Convention on
592 Contracts for the International Sale of Goods and the Uniform Contracts for the International Sale of Goods and the Uniform
593 Computer Information Transactions Act, as currently enacted by any Computer Information Transactions Act, as currently enacted by any
594 jurisdiction or as may be codified or amended from time to time by any jurisdiction or as may be codified or amended from time to time by any
595 jurisdiction, do not apply to this Agreement. jurisdiction, do not apply to this Agreement.
596 13.4 Attorneys’ Fees and Costs. The prevailing party in any 13.4 Attorneys’ Fees and Costs. The prevailing party in any
597 action to enforce this Agreement will be entitled to recover its attorneys’ action to enforce this Agreement will be entitled to recover its attorneys’
598 fees and costs in connection with such action. fees and costs in connection with such action.
599 13.5 Notices and Reports. Any notice or report hereunder shall 13.5 Notices and Reports. Any notice or report hereunder shall
600 be in writing or in electronic format. If to Tableau by mail, such notice be in writing or in electronic format. If to Tableau by mail, such notice
601 or report shall be sent to Tableau at 1621 N. 34th Street, Seattle, WA or report shall be sent to Tableau at 1621 N. 34th Street, Seattle, WA
602 98103 to the attention of “Legal Department”. If to Tableau by email, 98103 to the attention of “Legal Department”. If to Tableau by email,
603 such notice or report shall be sent to: legal@tableau.com. If to you, such notice or report shall be sent to: legal@tableau.com. If to you,
604 such notice or report shall be sent to the mailing or email address you such notice or report shall be sent to the mailing or email address you
605 provided upon placing your order. Notices and reports sent by mail provided upon placing your order. Notices and reports sent by mail
606 shall be deemed given: (a) upon receipt if by personal delivery; (b) shall be deemed given: (a) upon receipt if by personal delivery; (b)
607 upon receipt if sent by certified or registered mail (return receipt upon receipt if sent by certified or registered mail (return receipt
608 requested); or (c) one day after it is sent if by next day delivery by a requested); or (c) one day after it is sent if by next day delivery by a
609 major commercial delivery service. Any notices and reports sent by major commercial delivery service. Any notices and reports sent by
610 email shall be effective upon receipt of the same. email shall be effective upon receipt of the same.
611 13.6 Amendments; Waivers. No supplement, modification, or 13.6 Amendments; Waivers. No supplement, modification, or
612 amendment of this Agreement shall be binding, unless executed in amendment of this Agreement shall be binding, unless executed in
613 writing by a duly authorized representative of each party to this writing by a duly authorized representative of each party to this
614 Agreement. No waiver will be implied from conduct or failure to enforce Agreement. No waiver will be implied from conduct or failure to enforce
615 or exercise rights under this Agreement, nor will any waiver be effective or exercise rights under this Agreement, nor will any waiver be effective
616 unless in a writing signed by a duly authorized representative on behalf unless in a writing signed by a duly authorized representative on behalf
617 of the party claimed to have waived. No provision of any purchase of the party claimed to have waived. No provision of any purchase
618 order or other business form, including any electronic invoicing portals, order or other business form, including any electronic invoicing portals,
619 vendor registration processes, or forms related to individuals being on vendor registration processes, or forms related to individuals being on
620 your premises for Professional Services, employed by you will your premises for Professional Services, employed by you will
621 supersede the terms and conditions of this Agreement, and any such supersede the terms and conditions of this Agreement, and any such
622 document relating to this Agreement shall be for administrative document relating to this Agreement shall be for administrative
623 purposes only and shall have no legal effect. purposes only and shall have no legal effect.
624 13.7 Entire Agreement. This Agreement is the complete and 13.7 Entire Agreement. This Agreement is the complete and
625 exclusive statement of the mutual understanding of the parties and exclusive statement of the mutual understanding of the parties and
626 supersedes and cancels all previous written and oral agreements and supersedes and cancels all previous written and oral agreements and
627 communications relating to the subject matter of this Agreement. communications relating to the subject matter of this Agreement.
628 Notwithstanding the foregoing, if you have entered into a separate Notwithstanding the foregoing, if you have entered into a separate
629 written license agreement signed by Tableau for use of the Software, written license agreement signed by Tableau for use of the Software,
630 the terms and conditions of such other agreement shall prevail over the terms and conditions of such other agreement shall prevail over
631 any conflicting terms or conditions in this Agreement. any conflicting terms or conditions in this Agreement.
632 13.8 Independent Contractors. The parties to this Agreement 13.8 Independent Contractors. The parties to this Agreement
633 are independent contractors. There is no relationship of partnership, are independent contractors. There is no relationship of partnership,
634 joint venture, employment, franchise or agency created hereby joint venture, employment, franchise or agency created hereby
635 between the parties. Neither party will have the power to bind the other between the parties. Neither party will have the power to bind the other
636 or incur obligations on the other party’s behalf without the other party’s or incur obligations on the other party’s behalf without the other party’s
637 prior written consent. prior written consent.
638 13.9 Audit Rights. Upon Tableau’s written request, you shall 13.9 Audit Rights. Upon Tableau’s written request, you shall
639 certify in a signed writing that your use of the Software is in full certify in a signed writing that your use of the Software is in full
640 compliance with the terms of this Agreement (including any Core and compliance with the terms of this Agreement (including any
641 u User-
642 ser limitations) and provide a current list of Authorized Users for Based and Core-Based limitations) and provide a current list of Authorized Users for
643 Desktop, Prep and User-Based Server licenses. With reasonable prior User-Based licenses. With reasonable prior
644 notice, Tableau may audit your use of the Software and compliance notice, Tableau may audit your use of the Software and compliance
645 with this Agreement, software monitoring system and records, with this Agreement, software monitoring system and records,
646 provided such audit is during regular business hours. If such provided such audit is during regular business hours. If such
647 inspections or audits disclose that you have installed, accessed or inspections or audits disclose that you have installed, accessed or
648 permitted access to or use of the Software in a manner that is not permitted access to or use of the Software in a manner that is not
649 permitted under this Agreement, then Tableau may terminate this permitted under this Agreement, then Tableau may terminate this
650 Agreement pursuant to Section 6 and you are liable for the reasonable Agreement pursuant to Section 6 and you are liable for the reasonable
651 costs of the audit in addition to any other fees, damages and penalties costs of the audit in addition to any other fees, damages and penalties
652 Tableau may be entitled to under this Agreement and applicable law. Tableau may be entitled to under this Agreement and applicable law.
653 13.10 Force Majeure. Neither party shall be liable to the other for 13.10 Force Majeure. Neither party shall be liable to the other for
654 any delay or failure to perform any obligation under this Agreement any delay or failure to perform any obligation under this Agreement
655 (except for a failure to pay fees) if the delay or failure is due to (except for a failure to pay fees) if the delay or failure is due to
656 unforeseen events, which occur after the signing of this Agreement and unforeseen events, which occur after the signing of this Agreement and
657 which are beyond the reasonable control of the parties, such as strikes, which are beyond the reasonable control of the parties, such as strikes,
658 blockade, war, terrorism, riots, natural disasters, refusal of license by blockade, war, terrorism, riots, natural disasters, refusal of license by
659 the government or other governmental agencies, in so far as such an the government or other governmental agencies, in so far as such an
660 event prevents or delays the affected party from fulfilling its obligations event prevents or delays the affected party from fulfilling its obligations
661 and such party is not able to prevent or remove the force majeure at and such party is not able to prevent or remove the force majeure at
662 reasonable cost. reasonable cost.
663 13.11 Government End-Users. The Software is commercial 13.11 Government End-Users. The Software is commercial
664 computer software. If the user or licensee of the Software is an computer software. If the user or licensee of the Software is an
665 agency, department, or other entity of the United States Government, agency, department, or other entity of the United States Government,
666 the use, duplication, reproduction, release, modification, disclosure, or the use, duplication, reproduction, release, modification, disclosure, or
667 transfer of the Software, or any related documentation of any kind, transfer of the Software, or any related documentation of any kind,
668 including technical data and manuals, is restricted by a license including technical data and manuals, is restricted by a license
669 agreement or by the terms of this Agreement in accordance with agreement or by the terms of this Agreement in accordance with
670 Federal Acquisition Regulation 12.212 for civilian purposes and Federal Acquisition Regulation 12.212 for civilian purposes and
671 Defense Federal Acquisition Regulation Supplement 227.7202 for Defense Federal Acquisition Regulation Supplement 227.7202 for
672 military purposes. The Software was developed fully at private military purposes. The Software was developed fully at private
673 expense. All other use is prohibited. expense. All other use is prohibited.
674 13.12 Authorized Partner. If you received the Software under an 13.12 Authorized Partner. If you received the Software under an
675 agreement (“Partner Agreement”) with an authorized Tableau agreement (“Partner Agreement”) with an authorized Tableau
676 reseller, partner or OEM (“Authorized Partner”) then, notwithstanding reseller, partner or OEM (“Authorized Partner”) then, notwithstanding
677 anything to the contrary in this Agreement: (a) your use of the Software anything to the contrary in this Agreement: (a) your use of the Software
678 is subject to any additional terms in the Partner Agreement, including is subject to any additional terms in the Partner Agreement, including
679 any limitations on use of the Software in conjunction with third-party any limitations on use of the Software in conjunction with third-party
680 applications; and (b) you agree to pay the Authorized Partner the fees applications; and (b) you agree to pay the Authorized Partner the fees
681 agreed in the Partner Agreement and you have no direct payment agreed in the Partner Agreement and you have no direct payment
682 obligations to Tableau for that purchase under Section 5 above. If your obligations to Tableau for that purchase under Section 5 above. If your
683 warranty and support terms stated in your Partner Agreement are warranty and support terms stated in your Partner Agreement are
684 different than what is stated in Section 7 or 8 herein, then Tableau has different than what is stated in Section 7 or 8 herein, then Tableau has
685 no warranty or support obligations to you under this Agreement no warranty or support obligations to you under this Agreement
686 (although the disclaimers of warranties in Section 7.4 still apply to you). (although the disclaimers of warranties in Section 7.4 still apply to you).
687 If your warranty and support terms passed on in your Partner If your warranty and support terms passed on in your Partner
688 Agreement are as stated herein, then Section 7 and 8 shall apply to Agreement are as stated herein, then Section 7 and 8 shall apply to
689 you as written. Notwithstanding anything in this Agreement to the you as written. Notwithstanding anything in this Agreement to the
690 contrary, (i) the Partner Agreement may not modify any of the contrary, (i) the Partner Agreement may not modify any of the
691 remaining terms of this Agreement and (ii) the Partner Agreement is remaining terms of this Agreement and (ii) the Partner Agreement is
692 between you and the Authorized Partner and is not binding on Tableau. between you and the Authorized Partner and is not binding on Tableau.
693 Tableau may terminate this Agreement (including your right to use the Tableau may terminate this Agreement (including your right to use the
694 Software) in the event Tableau fails to receive payment for your use of Software) in the event Tableau fails to receive payment for your use of
695 the Software from the Authorized Partner or if you breach any term of the Software from the Authorized Partner or if you breach any term of
696 this Agreement. this Agreement.
697 13.13 Third-Party Beneficiary. Tableau Software, Inc., its 13.13 Third-Party Beneficiary. Tableau Software, Inc., its
698 affiliates and its licensors may be third party beneficiaries of this affiliates and its licensors may be third party beneficiaries of this
699 Agreement. No other third party, including without limitation your Client Agreement. No other third party, including without limitation your Client
700 Sublicensees or Contractors under Section 3.7, is intended to be a Sublicensees or Contractors under Section 3.7, is intended to be a
701 beneficiary of this Agreement entitled to enforce its terms directly. beneficiary of this Agreement entitled to enforce its terms directly.
702 13.14 Tableau’s Customer List. Customer agrees that Tableau may disclose Customer as a customer of Tableau and use Customer’s name and logo on Tableau’s web site and in Tableau’s promotional materials. 13.14 Tableau’s Customer List. You agree that Tableau may disclose you as a customer of Tableau and use your name and logo on Tableau’s web site and in Tableau’s promotional materials.
703 13.15 Language. Regardless of any language into which this 13.15 Language. Regardless of any language into which this
704 Agreement may be translated, the official, controlling and governing Agreement may be translated, the official, controlling and governing
705 version of this Agreement shall be exclusively the English language version of this Agreement shall be exclusively the English language
706 version. version.
707
708
709