Tableau Indemnification. Subject to this Section 9, Tableau shall indemnify and hold harmless you and your officers, directors, employees and agents from and against all claims, arising out of any claim by a third party to the extent such claim alleges that the Software (in each case as provided by Tableau) infringes any copyright, US patent right, trade secret right, or other intellectual property right (“Claim”). In the event that the Software is, or in Tableau’s sole opinion is likely to be, enjoined or subject to a Claim,, Tableau, at its option and expense, may (a) replace the Software with functionally equivalent non-infringing Software or (b) obtain a license for your continued use of the Software, or, if the foregoing alternatives are not reasonably available to Tableau (c) refund any sums prepaid for the unused Term, if any. Notwithstanding the above, Tableau shall have no liability for any Claim which: (i) pertains to any Software that has been altered or modified without Tableau’s prior written approval; (ii) is based on use of the Software in conjunction with any item not provided by Tableau, unless such use is shown to constitute the infringement when not used in conjunction with the item not provided by Tableau; (iii) pertains to any unauthorized use of the Software; (iv); or, pertains to an unsupported release of the Software or (v) pertains to any Open Source Software or other third party code provided with the Software. THIS SECTION 9.4 SETS FORTH TABLEAU’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Tableau Indemnification. Tableau shall defend you from and against any claim by a third party alleging that the Software when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and shall indemnify and hold you harmless from and against any damages and costs awarded against you or agreed in settlement by Tableau (including reasonable attorneys’ fees) resulting from such claim, provided that Tableau shall have received from you: (a) prompt written notice of such claim (but in any event notice in sufficient time for Tableau to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (c) all reasonably necessary cooperation from you. If your use of the Software is (or in Tableau’s opinion is likely to be) enjoined, if required by settlement or if Tableau determines such actions are reasonably necessary to avoid material liability, Tableau may, in its sole discretion:
Tableau Indemnification. Tableau shall defend you from and against any claim by a third party alleging that the Software when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and shall indemnify and hold you harmless from and against any damages and costs awarded against you or agreed in settlement by Tableau (including reasonable attorneys’ fees) resulting from such claim, provided that Tableau shall have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient time for Tableau to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation from you. If your use of the Software is (or in Tableau’s opinion is likely to be) enjoined, if required by settlement or if Tableau determines such actions are reasonably necessary to avoid material liability, Tableau may, in its sole discretion: (a) substitute for the Software substantially functionally similar programs and documentation; (b) procure for you the right to continue using the Software; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to you the license fee paid by you as reduced to reflect a five year straight-line depreciation from the applicable license purchase date. The foregoing obligations of Tableau shall not apply: (1) if the Software is modified by any party other than Tableau, but solely to the extent the alleged infringement is caused by such modification;
Tableau Indemnification. Tableau shall defend you from and against any claim by a third party alleging that Tableau Online, when used as authorized under this Agreement, infringes a U.S. patent, U.S. copyright, or U.S. trademark and shall indemnify and hold your harmless from and against any damages and costs awarded against you or agreed to in settlement by Tableau (including reasonable attorneys’ fees). Provided that Tableau shall have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient time for Tableau to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation from you. If your use of Tableau Online is (or in Tableau’s opinion is likely to be) enjoined, if required by settlement or if Tableau determines such actions are reasonably necessary to avoid material liability, Tableau may, in its sole discretion: (a) substitute for Tableau Online substantially functionally similar programs and documentation; (b) procure for you the right to continue using Tableau Online; or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to you the subscription fees paid by you for the portion of the Subscription Term which was paid by you but not rendered by Tableau. The foregoing obligations of Tableau shall not apply: (1) if Tableau Online is modified by any party other than Tableau, but solely to the extent the alleged infringement is caused by such modification; (2) if Tableau Online is combined with other non-Tableau Online services or processes not provided or authorized by Tableau, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of Tableau Online; (4) to any action arising as a result of Customer Data or any third-party components contained within or uploaded to Tableau Online; or (5) if you settle or make any admissions with respect to a claim without Tableau’s prior written consent. THIS SECTION
