(LEGACY) TECHNOLOGY PARTNER TERMS AND CONDITIONS
By clicking “SUBMIT”, you represent that you have read, understood, and agree to be bound by these Technology Partner Terms and Conditions (“Agreement”). This Agreement forms a legal contract between Tableau Software, LLC or the applicable Tableau affiliate (“Tableau”) and you (“Company”). If you are an individual accepting this Agreement on behalf of an entity, you represent that you have legal authority to bind that entity to this Agreement.
Both Tableau and Company (“Parties”) may offer technology and/or solutions (“Products”) that, using generally available middleware or APIs (e.g., ODBC), connect or interoperate with the other Party’s Products.
1. Trademark Licenses.
(a) Subject to the terms of this Agreement, Tableau grants Company a non-exclusive, worldwide, royalty-free, revocable, non-transferable, non-sublicenseable license to use Tableau’s name and applicable trademarks (“Tableau Trademarks”), solely (i) with prior written approval from Tableau (which may be via email) and (ii) in accordance with the terms of any Tableau Brand Guidelines and Technology Partner Program guidelines provided to Company. Without limitation, Tableau’s approval may include permission for Company to identify itself as a “Technology Partner” of Tableau or to identify its applicable Products, as compatible/interoperable (or similar) with Tableau’s Products. Company agrees that it will not register, or attempt to register, any domain name containing the word “Tableau” or any product name of a Tableau product, and except as expressly provided in this Agreement, not to use any trade name, trademark, service mark, slogan, logo or domain name that is confusingly similar to, or a reference to, any Tableau trade names, trademarks, or service marks. All goodwill arising from the use of the Tableau’s Trademarks shall be vested in and inure to the benefit of Tableau.
(b) Company grants Tableau a non-exclusive, worldwide, royalty-free, revocable, non-transferable, non-sublicenseable license to use its name and applicable trademarks (“Company Trademarks”), in connection with Tableau’s Technology Partner Program, including on Tableau’s website and in Tableau’s marketing materials and (i) to identify Company as a “Technology Partner” (or similar designation) (ii) to identify Company’s applicable Products as compatible with Tableau’s Products, and (iii) to include links to Company’s webpage on Tableau’s website and in Tableau’s marketing materials. All goodwill arising from the use of the Company’s Trademarks shall be vested in and inure to the benefit of Company.
(c) Upon request, each Party will provide representative samples of each of its uses of the other Party’s Trademarks in connection with this Agreement. Either Party may provide updated or replacement trademarks and the other Party will substitute the updated or replacement trademarks within a reasonable period of time. Nothing in this Agreement obligates Tableau to accept Company into its Technology Partner Program or obligates either Party to promote any relationship between the Parties. At any time for any reason, a Party may upon reasonable prior written notice, revoke the trademark license granted under this Agreement. Each Party acknowledges that, as a material requirement of this Agreement, any reference to the other Party in its marketing or sales materials or website must be in a professional manner and must not disparage the other Party or its Products.
2. Evaluation and Demonstration Materials.
(a) Company may provide Company’s Products (including APIs) (“Evaluation Materials”) for interoperability review, testing, and validation (“Permitted Purposes”) by Tableau. Unless otherwise agreed in writing, Products provided to Tableau by Company for evaluation will be considered Evaluation Materials. Company grants Tableau a worldwide, perpetual, revocable, royalty-free, non-exclusive, nontransferable, non-sublicenseable, license to install, run and use a reasonable number of copies of the Evaluation Materials for the Permitted Purposes. Except for license rights granted in this paragraph, Company retains all its right, title and interest in its Evaluation Materials. Tableau agrees not to: (i) decompile, disassemble, or reverse engineer the Evaluation Materials (except to the extent these restrictions are limited by applicable law or unless separately authorized by Company in writing); (ii), sell, sublicense, rent, or lease the Evaluation Materials to third parties; or (iii) remove any proprietary notices contained in the Evaluation Materials. Nothing in this Agreement obligates Tableau to receive any Evaluation Materials or to conduct any testing or review of Evaluation Materials. For the avoidance of doubt, this Agreement supersedes any shrink-wrap terms required to install or use the Evaluation Materials in connection with this Agreement.
(b) Tableau may make available to Company a limited number of copies of the standard Tableau software (the “Tableau Demo Use Software”) for use under this Agreement. “Tableau Demo Use Software” refers to the then-current version made available to Company by Tableau and also includes supporting product help and technical specifications documentation provided by Tableau to its customers for the Software (“Documentation”). Tableau grants Company a worldwide, revocable, royalty-free, non-exclusive, nontransferable, non-sublicenseable, license to access, install, run and use the Tableau Demo Use Software, solely on its own computers, and solely for evaluation of technologies that integrate or interoperate with the Tableau Demo Use Software or demonstrating the Tableau Demo Use Software to potential end users. Except for limited license rights granted in this paragraph, Tableau retains all its right, title and interest in Tableau Demo Use Software. Company will not use Tableau Demo Use Software for any purposes other than as set forth in this Section 2(b), including, without limitation, using or distributing the Demo Use Software and/or license keys for (a) internal commercial use, (b) use in any billable engagements, or (c) distribution to Company’s prospective clients. Except as expressly stated in this paragraph, use of Tableau Desktop and Tableau Server Software is governed by the terms of the Tableau End User License Agreement, and use of Tableau Online is governed by the terms of the Tableau Online Subscription Agreement, each of which is available at www.tableau.com/legal. For the avoidance of doubt this Agreement does not grant Company any right to, and Company will not, resell or distribute the Tableau Demo Use Software, except as may be agreed by the parties in a separate signed agreement.
3. Representation of Rights and Product Responsibility. Each Party represents that it has all necessary rights to grant the licenses granted under this Agreement. Each Party will be solely responsible for its Products, and for representations regarding its Products, that it provides to its customers.
4. Financial Responsibility. Except as expressly set forth in this Agreement, each Party is responsible for its own expenses in connection with the performance of this Agreement and will not be entitled to reimbursement of any such expenses.
5. Confidentiality, Feedback and Business Continuity.
(a) “Confidential Information” means all nonpublic information, data or knowledge, in any form, disclosed by one Party, its affiliates, or their agents (collectively, “Disclosing Party”) to the other Party, its affiliates, or their agents (collectively, “Receiving Party”) that is designated as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Except as expressly authorized herein, Receiving Party will hold in confidence and not use or disclose any Confidential Information. Confidential Information does not include information which Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt from Disclosing Party; (ii) is or has become public knowledge through no fault of Receiving Party; (iii) is rightfully obtained by Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information. In addition, Receiving Party may disclose Confidential Information if required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and with advance notice to Disclosing Party. Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm to Disclosing Party that could not be remedied by the payment of damages alone and therefore the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. Except for the rights expressly granted in this Agreement, Disclosing Party retains all of its intellectual property and other proprietary rights in any material which it provides to Receiving Party under this Agreement, and nothing in this Agreement transfers ownership of any rights in such material.
(b) Company may provide ideas, suggestions or recommendations to Tableau regarding Tableau’s Confidential Information or directed to improvement of the Tableau’s Products ("Feedback"). Feedback will not constitute Confidential Information. Tableau may freely use, copy, disclose, license, distribute and incorporate Feedback in connection with Tableau’s Products. The rights granted under this Agreement are non-exclusive. Each Party understands and acknowledges that the other Party may currently or in the future be developing internally or obtaining from other persons information, products, technology or services that may be similar to those of the Party (including as may be reflected in the Party’s Confidential Information). Nothing in this Agreement limits a Party’s rights (a) to develop or procure any information, products, technology or services, even if similar to those of the other Party, or (b) undertake any business activities now or in the future or enter into any transaction or agreement with any other party, even if competitive with the activities or interests of the other Party, in each case so long as the Party does not violate its express obligations under this Agreement (including confidentiality and non-use). Nothing in this Agreement will be construed as preventing employees or other representatives of Tableau who had access to Confidential Information from using for any purpose that information retained in their unaided memory as part of their general skill, knowledge, talent and expertise. Access to Confidential Information will not preclude an employee or other representative of a Party who has had access to Confidential Information from working on projects that relate to similar subject matters, provided that such individual does not violate confidentiality and non-use terms of this Agreement.
6. Term and Termination. This Agreement is effective as of the date Company clicks to accept it and will continue until terminated. Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice to the other Party. Either Party may also terminate this Agreement if the other Party fails to cure any material breach of this Agreement promptly following written notice of such breach. Termination is not an exclusive remedy. Upon any expiration or termination of this Agreement, (i) all licenses granted under this Agreement will cease, and (ii) upon request, each Party will return or destroy (and certify destruction of) the other Party’s Confidential Information.
7. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
8. Limitation of Remedies and Damages EXCEPT FOR BREACHES OF SECTION 2 (EVALUATION MATERIALS), SECTION 3 (REPRESENTATION OF RIGHTS AND PRODUCT RESPONSIBILITY), SECTION 5 (CONFIDENTIAL INFORMATION), AND EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND (B) EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS (US$1000).
9.1 Neither Party will in its performance of this Agreement (a) engage in any deceptive, misleading, illegal or unethical practices, or (b) except as expressly authorized in a separate written agreement, hold itself out as a reseller or distributor of the other Party’s products, or make any legal representations, guarantees or warranties of any type on behalf of the other Party.
9.2 Neither Party anticipates developing any technology or intellectual property rights with, on behalf of or to be provided to the other Party pursuant to this Agreement. Any such activities would be governed by a separate written agreement between the Parties. For clarity, this Agreement does not restrict either Party from using generally available middleware or APIs for connectivity or interoperability purposes (e.g., ODBC) or developing related or similar interfaces or code, in compliance with any applicable third party licensing terms and applicable law.
9.3 Sections 5 (Confidentiality), 6 (Term and Termination), 7 (Disclaimer of Warranties), 8 (Limitation of Remedies and Damages), and 9 (General) will survive any termination or expiration of this Agreement.
9.4 Neither Party will assign this Agreement, in whole or in part, without the prior written consent of the other Party, and such consent will not unreasonably be withheld. Notwithstanding the foregoing, Tableau may assign this Agreement to an affiliate or any other entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of the voting securities or assets of Tableau. This Agreement is not made for the benefit of any third parties. The Parties to this Agreement are independent contractors. Irrespective of any use of terms such as “partner”, this Agreement does not create any relationship of partnership, joint venture, employment, franchise or agency or any obligation to proceed with any transaction. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. The Parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated in this Agreement.
9.5 If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. The waiver by a Party of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. This Agreement may be modified only by a written agreement signed by the Parties.
9.6 This Agreement will be governed by and construed in accordance with the laws of the State of Washington and the United States without regard to conflicts of laws provisions. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Seattle, Washington, and both parties hereby submit to the personal jurisdiction of such courts. Any notice hereunder shall be in writing, which in the case of notices to Tableau shall be sent to Tableau Software, LLC, 1621 N. 34th St., Seattle, WA 98103, Attn: Legal and in the case of Company shall be sent to Company’s corporate headquarters (unless Company otherwise notifies Tableau of a notice address in writing).