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TABLEAU_HYPER_LICENSE.txt
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TABLEAU_HYPER_LICENSE.txt
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Salesforce, Inc.
TABLEAU HYPER API
BINARY CODE LICENSE AGREEMENT
READ THIS AGREEMENT CAREFULLY.
BY INSTALLING, USING OR DISTRIBUTING ALL OR ANY PORTION OF THE SOFTWARE OR OTHERWISE INDICATING YOUR ASSENT, 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.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OR DISTRIBUTE THE SOFTWARE.
IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
This Binary Code License Agreement ("Agreement") is between Salesforce, Inc., located at Salesforce Tower, 415 Mission Street, 3rd floor, San Francisco, CA 94105 ("Salesforce") and the licensee (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use ("you"). "Software" means the binary code version, and in specific instances, source code version, of the software which accompanies this license and any related supporting technical documentation provided therewith.
1. License.
1.1 Grant of License. Subject to all of the terms and conditions of this Agreement, Salesforce grants you a non-transferable, non-sublicensable (except as expressly authorized herein), non-exclusive license to (a) use the Software for your own purposes and (b) reproduce and distribute the Software in binary code form only, provided that: (i) you distribute the Software complete and unmodified and only bundled as part of, your Programs (as so bundled, the "Program Package"), (ii) the Programs add significant value to the Software, (iii) you do not distribute additional software intended to replace any component(s) of the Software, (iv) you do not remove or alter any proprietary legends or notices contained in the Software, (v) you do not decompile, disassemble or otherwise attempt to reverse engineer the Software (except to the extent applicable law prohibits such restrictions), (vi) you do not modify or create a derivative work of the Software (except that bundling and distributing as expressly authorized hereunder is permitted), (vii) you do not make any representations, guarantees or warranties of any type with respect to the specifications, features, capabilities or otherwise concerning the Software or on behalf of Salesforce, (viii) you only distribute the Software subject to a license agreement that protects Salesforce's interests consistent with the terms contained in this Agreement, and (ix) you agree to defend and indemnify Salesforce and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all Programs and/or Software. "Programs" means one or more software programs which you have independently developed.
1.2 Submission to Salesforce. Prior to first distribution of the Software to any third party, you shall notify Salesforce of the name of your Programs and the applicable Program Package by email to hyperapilicensing@tableau.com. Previously such notifications were sent to licensing@tableausoftware.com. Please note that we will provide limited, and potentially untimely, monitoring for such notifications. You agree that if you elect to distribute the Program Package, Salesforce may publicly disclose you as a licensee of the Software and identify your Programs and Program Package. Furthermore, if Salesforce reasonably determines that review of your Program Package is necessary for Agreement compliance verification purposes, you will, within ten (10) days of request by Salesforce, at no charge, provide Salesforce with one (1) fully enabled copy of the Program Package for use by Salesforce solely for such purposes.
1.3 Attribution, Trademarks and Logos. You agree to include the copyright notice for the Software in the "About" or other similar copyright notice designation for the Program Package and in such related product documentation which references product copyright. You further acknowledge and agree as between you and Salesforce that Salesforce owns the Salesforce and Software-related trademarks and all related trademarks, service marks, logos and other brand designations ("Salesforce Marks"), and you agree to not seek to register (including as a domain name) or use any such Salesforce Marks without Salesforce’s advance written permissions. Any use you make of the Salesforce Marks inures to Salesforce’s benefit.
1.4 Third-Party Code. The Software may contain or be provided with components subject to the terms and conditions of third-party "open source" software licenses ("Open Source Software"). A list of the Open Source Software contained in HYPER API can be found in HYPER_API_OSS_disclosure.txt. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
1.5 Special Note Regarding Salesforce Open Source Projects. Salesforce may elect to release certain software under open source licenses (the "Salesforce Open Source Licenses") which may be the same as or similar to components of the Software. Nothing in the Salesforce Open Source Licenses grants any right to use the Software and this Agreement alone shall govern any use of the Software in the form provided hereunder.
2. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Salesforce and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise. If you elect to provide any suggestions, comments, improvements, ideas or other feedback to Salesforce related to the Software (collectively, "Feedback"), you agree that Salesforce will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as Salesforce sees fit, entirely without obligation or restriction of any kind. All rights not granted by Salesforce are reserved.
3. Term of Agreement.
3.1 Term. This Agreement is effective until terminated (the "Term"). Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)). You may terminate this Agreement at any time upon written notice to Salesforce. Either party may terminate this Agreement immediately should any Software become, or in either party’s option is likely to become, the subject of a claim of infringement or any intellectual property right. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
3.2 Termination. Upon any expiration or termination of this Agreement, you shall cease all use and distribution of and destroy all copies of the Software and if requested so certify to Salesforce in writing.
3.3 Survival. The license restrictions and indemnity set forth in Section 1.1 and the terms and conditions of Sections 2 (Ownership), 3 (Term of Agreement), 4 (Disclaimer of Warranties), 5 (No Support), 6 (Limitation of Remedies and Damages), 7 (Export Compliance) and 8 (General) shall survive any termination or expiration of this Agreement.
4. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS". NEITHER COMPANY NOR ITS LICENSORS 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. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERMISSIBLE PERIOD.
5. No Support. You are solely responsible for providing support for your Program Package. Salesforce provides no support or maintenance under this Agreement with respect to the Software and you are not entitled to any updates, new releases or new versions of the Software under this Agreement.
6. Limitation of Remedies and Damages.
6.1 TABLEAU (INCLUDING TABLEAU’S LICENSORS) SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR 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.
6.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY AND ITS LICENSORS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT (IF ANY) ACTUALLY PAID BY YOU TO COMPANY UNDER THIS AGREEMENT.
6.3 The parties agree that the limitations specified in this Section 6 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
7. Export Compliance. You acknowledge that the Software may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not, and shall not allow any third-party to, remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority.
8. General.
8.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Salesforce may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Salesforce’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without Salesforce’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
8.2 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.
8.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the Washington state and United States federal courts located in Seattle, Washington, and both parties hereby submit to the personal jurisdiction of such courts.
8.4 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
8.5 Notices and Reports. Any notice or report hereunder shall be in writing. If to Salesforce, such notice or report shall be sent to Salesforce at the address above to the attention of "Legal Department". If to you, such notice or report shall be sent to the address you provided upon placing your order. Notices and reports shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.
8.6 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall 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.
8.7 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 relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by you will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
8.8 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. 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.
8.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockades, war, terrorism, riots, natural disasters, refusal of license or approval by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
8.10 Government End-Users. The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, 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 Software was developed fully at private expense. All other use is prohibited.