Common use of Tableau Indemnification Clause in Contracts

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. Subject to this Section 9, Tableau shall indemnify and hold harmless defend 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 alleging that the Software (in each case when used as provided by Tableau) authorized under this Agreement infringes any a U.S. patent, U.S. copyright, US patent rightor 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, trade secret rightprovided 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, or other intellectual property right defense, and settlement (“Claim”)if applicable) of such claim; and (c) all reasonably necessary cooperation from you. In the event that If your use of the Software is, 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, orenjoined, if the foregoing alternatives required by settlement or if Tableau determines such actions are not reasonably available necessary to Tableau (c) refund any sums prepaid for the unused Term, if any. Notwithstanding the aboveavoid material liability, Tableau shall have no liability for any Claim whichmay, in its sole discretion: (i) pertains to any substitute for the Software that has been altered or modified without Tableau’s prior written approvalsubstantially functionally similar programs and documentation; (ii) is based on use procure for you the right to continue using the Software; or if (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement and refund to you any prepaid, unused license fees for the duration of the then-current License Term (or, if your License Term is perpetual, your refund will equal 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 in conjunction is modified by any party other than Tableau, but solely to the extent the alleged infringement is caused by such modification; (2) if the Software is combined with any item products or processes not provided or authorized by Tableau, unless but solely to the extent the alleged infringement is caused by such use is shown to constitute the infringement when not used in conjunction with the item not provided by Tableaucombination; (iii3) pertains to any unauthorized use of the Software; (iv); or, pertains 4) to an any unsupported release of the Software or Software; (v5) pertains to any Open Source Software or other third party code provided with Third-Party Code contained within 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.; or