Common use of Tableau Indemnification Clause in Contracts

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: (i) substitute for the Software substantially functionally similar programs and documentation; (ii) 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 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 products 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 the Software; (4) to any unsupported release of the Software; (5) to any Third-Party Code contained within the Software; or

Tableau Indemnification. Subject to this Section 9, Tableau shall defend 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 alleging to the extent such claim alleges that the Software when used (in each case as authorized under this Agreement provided by Tableau) infringes a U.S. patent, U.S. any copyright, US patent right, trade secret right, 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 other intellectual property right (including reasonable attorneys’ fees) resulting from such claim, provided “Claim”). In the event 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 (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) enjoinedreplace the Software with functionally equivalent non-infringing Software or (b) obtain a license for your continued use of the Software, or, if required by settlement or the foregoing alternatives are not reasonably available to Tableau (c) refund any sums prepaid for the unused Term, if Tableau determines such actions are reasonably necessary to avoid material liabilityany. Notwithstanding the above, Tableau may, in its sole discretionshall have no liability for any Claim which: (i) substitute for the pertains to any Software substantially functionally similar programs and documentationthat has been altered or modified without Tableau’s prior written approval; (ii) procure for you is based on use of the right Software in conjunction with any item not provided by Tableau, unless such use is shown to continue using constitute the Softwareinfringement when not used in conjunction with the item not provided by Tableau; 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 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 products or processes not provided or authorized by Tableau, but solely to the extent the alleged infringement is caused by such combination; (3) pertains to any unauthorized use of the Software; (4) iv); or, pertains to any an unsupported release of the Software; Software or (5v) pertains to any Third-Party Code contained within Open Source Software or other third party code provided with the Software; or. 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.