TABLEAU SOFTWARE, INC.
DESKTOP ONLINE TRAINING BETA REVIEW AGREEMENT
TABLEAU SOFTWARE, INC. (“TABLEAU”) AND THE INDIVIDUAL OR THE COMPANY IDENTIFIED DURING REGISTRATION (“PARTICIPANT”) ARE ENTERING INTO THIS DESKTOP ONLINE TRAINING BETA REVIEW AGREEMENT ("AGREEMENT") ONLY ON THE CONDITION THAT PARTICIPANT ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT. BY ACCESSING AND/OR USING THE CONTENT ON ELEARNING-BETA.TABLEAU.COM, PARTICIPANT IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
PARTICIPATING IN THE ONLINE DESKTOP REVIEW PROGRAM DOES NOT ENTITLE PARTICIPANT TO ANY COMPENSATION OR ANY FUTURE RIGHTS WITH RESPECT TO THE ONLINE DESKTOP REVIEW PROGRAM OR BETA REVIEW PRODUCTS (OR ANY PORTION THEREOF). IF YOU ARE AGREEING TO THIS AGREEMENT NOT AS AN INDIVIDUAL BUT ON BEHALF OF YOUR COMPANY, THEN “YOU” OR “PARTICIPANT” MEANS YOUR COMPANY AND YOU ARE BINDING YOUR COMPANY TO THIS AGREEMENT.
- Thank you for agreeing to participate in Tableau’s limited Online Desktop Review Program. We hope you enjoy the experience and we look forward to hearing what you think about our product.
- The products and services we will be showing you are highly confidential. You may not discuss, blog or otherwise disclose anything that you saw or learned from the Online Desktop Review Program with anyone else.
- We will be asking you questions and soliciting your feedback regarding our products. By participating, you agree to assign us your feedback and that we may use your feedback for any purpose without any compensation to you.
- In order for you to participate, we need you to agree to all of the terms and conditions below. These bullets are only a brief summary of some of the key terms, so please read and make sure you understand the full Agreement before accessing content on elearning-beta.tableau.com.
- Scope. Participant agrees to take part in Tableau’s Online Desktop Review Program during a period specified by Tableau (“Beta Review Period”). If no Beta Review Period is specified, such period will be thirty (30) days. The purpose of the Online Desktop Review Program is to allow Participant an opportunity to analyze and review Tableau’s Beta Products which include Tableau’s Desktop training workbooks, and other material made available to Participant for use and download from a Tableau website. In the event Participant is provided with login credentials to access the Tableau Beta Products, Participant will keep them strictly confidential and not share them with a third party.
- Use of Tableau Beta Products. Subject to the terms and conditions of this Agreement, Tableau hereby grants Participant a limited, non-exclusive, non-transferable, non-sublicenseable license during the Beta Review Period to use the Tableau Beta Products for review purposes as part of the Online Desktop Review Program and for providing Feedback (as defined below) to Tableau,. If specified by Tableau, this may include use of the Tableau Beta Products in connection with other Tableau software or services to which Participant has separately purchased access (“Tableau Commercial Products”), but Tableau makes no warranty, guarantee or commitment that the Tableau Beta Products will operate successfully or as expected with Tableau Commercial Products or any products or services of third parties. Participant is solely responsible for procuring compatible mobile devices with which to use the Tableau Beta Products and for compliance with any third party purchase, license or other terms related thereto.
- Conditions on Use. Participant will comply with all guidelines or instructions provided by Tableau related to use of the Tableau Beta Products. Participant will not (and will not allow any third party to): (a) modify, decompile, disassemble or reverse engineer any sample object code provided with the Tableau Beta Products; (b) use the Tableau Beta Products to develop services or products for sale or include any components of the Tableau Beta Products in any product; (c) use any portion of the Tableau Beta Products to create a competitive service, product or technology; (d) distribute or display the Tableau Beta Products to anyone; (e) duplicate, share, or reuse Tableau Beta Products; (f) remove or obscure any proprietary or other notices contained in the Tableau Beta Products; or (g) publicly disseminate information regarding the performance of the Tableau Beta Products.
- Feedback. Participant agrees to provide comments, ideas and other feedback regarding the Tableau Beta Products as reasonably requested by Tableau (“Feedback”). Tableau owns all right, title and interest in and to all Feedback, and Participant hereby irrevocably and exclusively assigns, transfers and conveys to Tableau all right, title and interest (including all patent, copyright, trademark, trade secret and any other intellectual property right therein) in and to the Feedback, which Tableau may use in its sole discretion.
- Confidentiality. During and after the Beta Review Period, Participant will not (i) disclose any Confidential Information to any third party or (ii) use any Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. “Confidential Information” means (a) all information designated by Tableau as confidential or that reasonably should be understood to be confidential, (b) all Feedback, (c) the Tableau Beta Products and (d) all designs, devices, prototypes, documentation or data concerning or related to the Online Desktop Review Program or the Tableau Beta Products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), in each case whether in written, oral, electronic or other form, and however made available or obtained by Participant.
- Ownership. Tableau owns and shall retain ownership of all right, title and interest in and to the Tableau Beta Products, all of which are deemed Tableau’s Confidential Information (as defined above).
- Privacy. Participant acknowledges and agree that Tableau collects certain personal information about Participants to operate and run the Online Desktop Review Program. Participant consents to processing and storing by Tableau subject to Tableaus’ DATA POLICIES AND PRIVACY POLICIES.
- Anonymous Data. In addition to the rights granted herein, Tableau may aggregate Participant’s metadata and usage data so that the results are non-personally identifiable with respect to Participant (“Aggregated Anonymous Data”). Participant acknowledges that Tableau may use the Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve Tableau’s Online Desktop Review Program and (iii) to create and distribute reports and other materials regarding use of Tableau Online Desktop Review Program. For clarity, nothing in this Section gives Tableau the right to publicly identify Participant as the source of any Aggregated Anonymous Data without Participant’s prior written condition.
- Proprietary Rights. Participant does not acquire any intellectual property rights or any other rights under this Agreement. Tableau owns and will own all Tableau Beta Products, and any other materials provided by Tableau, all Feedback, any and all related and underlying technology and materials and any improvements, enhancements, modifications or derivative works made to the foregoing.
- Term and Termination. This Agreement will commence on the Effective Date and continue until the end of the Beta Review Period, unless earlier terminated as provided herein. Tableau may terminate this Agreement for no reason or any reason upon notice to Participant. Upon any termination or expiration of this Agreement: (a) Participant will cease using and delete all Tableau Beta Products in Participant’s possession; (b) Participant will destroy (or return, if specified by Tableau) all other Confidential Information; and (c) the restrictions in Section 3 (Conditions on Use) and the provisions of Sections 4 (Feedback) through 15 (General) will survive. Notwithstanding part (a) above, Participant may retain and continue use of the Tableau Beta Products after termination or expiration of this Agreement to the extent separately agreed by the parties in a commercial agreement for use of the Tableau Beta Products. Neither party will have liability to the other party for any termination of this Agreement in accordance with its terms (but this will not relieve either party of liability for breach of this Agreement prior to termination).
- Disclaimer. ALL TABLEAU BETA PRODUCTS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. TABLEAU MAKES NO WARRANTIES WITH RESPECT TO THE TABLEAU BETA PRODUCTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE TABLEAU BETA PRODUCTS MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS; (B) TABLEAU HAS NO EXPRESS OR IMPLIED OBLIGATION TO DEVELOP OR OFFER TO PARTICIPANT ANY PRODUCTION OR COMMERCIAL VERSION OF THE TABLEAU BETA PRODUCTS AND ANY FUTURE OR COMMERCIAL VERSION MAY DIFFER FROM THE TABLEAU BETA PRODUCTS; AND (C) TABLEAU DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE TABLEAU BETA PRODUCTS WILL MEET PARTICIPANT’S EXPECTATIONS OR THAT USE OF THE TABLEAU BETA PRODUCTS WILL BE SECURE OR ENSURE PARTICIPANT’S COMPLIANCE WITH APPLICABLE LAWS OR THIRD PARTY AGREEMENTS. ALL USE OF THE TABLEAU BETA PRODUCTS IS AT PARTICIPANT’S SOLE RISK.
Participant may have other statutory rights; however, to the fullest extent permitted by law, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
- Costs and Expenses. Each party is responsible for its own costs and expenses under this Agreement. There are no fees due under this Agreement from either party.
- Limitation of Liability. TABLEAU WILL NOT BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT WILL TABLEAU'S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RELATED CAUSE OF ACTION, EXCEED ONE HUNDRED U.S. DOLLARS (US$100). PARTICIPANT UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
- Injunctive Relief. Each party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy and therefore, upon any breach of this Agreement, Tableau will be entitled to appropriate equitable relief without the posting of a bond in addition to whatever remedies it might have at law.
- General. Participant may not assign, transfer or delegate its rights or obligations hereunder. Tableau may freely assign this Agreement. In the event that any of the provisions of this Agreement are held illegal or unenforceable by a court of competent jurisdiction, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement will be governed by the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement will be Washington state and United States federal courts located in Seattle, Washington, and both parties hereby submit to the personal jurisdiction of such courts. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement will be entitled to costs and attorneys’ fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party. No failure or delay in enforcing any right will be deemed a waiver.