This Web Data Connector SDK License Agreement (“Agreement”) governs the download, access to and use of the SDK (as defined below). This Agreement is entered between the individual or entity that has downloaded or otherwise accessed the SDK (“you”) and Tableau Software, LLC or the applicable Tableau affiliate (“Tableau”).
BY DOWNLOADING, INSTALLING OR ACCESSING THE SDK, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND TABLEAU. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR ACCESS THE SDK. IF YOU WISH TO USE THE SDK AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR OTHER ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO.
2.1. License Grant. Subject to all of the terms and conditions of this Agreement, Tableau grants you a limited, worldwide, non-transferable, non-sublicensable, non-exclusive, royalty-free, fully paid-up license to access, download, copy and use the SDK for purposes of developing, testing and maintaining a Connector.. You are expressly prohibited from using the SDK and any Connector in any manner not specified in this Section 2 or the applicable Documentation.
2.3. Ownership: Except for the limited license rights expressly provided in this Section 2, Tableau and its licensors retain all rights, title, and interest, including all intellectual property rights, in and to the SDK and all modifications thereto and derivative works based thereon. All rights not granted by Tableau are reserved. Subject to Tableau’s rights in the SDK, you retain all your rights, title and interest, including all your intellectual property rights, in and to any Connectors that you create.
3.1. Term and Termination. This Agreement will remain in effect until terminated as set forth in this Section. Tableau may terminate the Agreement at any time, for any reason, upon written notice to you. You may terminate this Agreement at any time upon written notice to Tableau. Upon termination of this Agreement, your license to use the SDK will be terminated, and you will cease any use of the SDK and delete or destroy all copies of the SDK in your possession. If the Agreement is terminated due to your violation of Section 2.1 or 2.2, you will cease distribution of your Connectors and cooperate with Tableau to communicate termination with end users.
3.2. Survival. Sections 2.2 (License Restrictions), 2.3 (Ownership), 2.4 (Third Party Code), 2.5 (Feedback), 3.2 (Survival), 4 (Disclaimer of Warranties), 5 (Support and Maintenance), 6 (Limitation of Liability), 7 (Indemnification), 8 (Confidential Information), 9 (Export Compliance) and 10 (General) survive any termination of this Agreement.
10.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Tableau may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Tableau’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without Tableau’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
10.2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
10.3. Governing Law. 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 will be the state and federal courts located in Seattle, Washington, and both parties hereby submit to the personal jurisdiction of such courts.
10.4. Notices and Reports. Any notice or report hereunder will be in writing. If to Tableau, such notice or report will be sent to Tableau at 1621 N. 34th St., Seattle, WA 98103 to the attention of “Legal Department”. If to Tableau by email, such notice or report will be sent to email@example.com. If to you, such notice or report will be sent to the physical address (or, if by email, the email address) you provided upon placing your order. Notices and reports will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service. Any notices and reports sent by email will be effective upon receipt of the same.
10.5. Government End-Users. The SDK is commercial computer software. If the user or licensee of the SDK is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the SDK, or any related Documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The SDK was developed fully at private expense. All other use is prohibited.
10.6. Modifications. Tableau may modify this Agreement from time to time by giving notice to you in accordance with Section 10.4. The modified Agreement will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If you access or use the SDK after the effective date, that use will constitute your acceptance of any revised terms and conditions.
10.7. Amendments; Waivers. Except as otherwise provided in this Agreement, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
10.8. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications between you and Tableau relating to the SDK.