TERMS OF SERVICE

Last modified: October 18, 2019

Welcome to TabTerrier!

TabTerrier is a web-based service (the “Service”) by GreenM, Inc., a Delaware corporation (“GreenM” or “we” or “us”) for Tableau-powered companies that provides actionable usage and health insights to optimize and predict performance and save on infrastructure and license costs, available through our website located at https://tabterrier.com/ (the “Website”). The Service and the Website are provided to you (“you” or “Client”) subject to your agreement to, and compliance with, these Terms of Service (this “Agreement”). This Agreement is a legal agreement between you and GreenM.

Please read this Agreement carefully. By accessing using the Service, you acknowledge that you accept and agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICE.

  1. SERVICE

Description. The Service uses a client’s Tableau logs in combination with our proprietary algorithms to generate insights and build web-based visualization to help the client optimize and predict performance and save on infrastructure and license costs.

Availability. You agree to use the Service subject to the terms and conditions of this Agreement, our Privacy Policy solely for your internal business purposes. We will use commercially reasonable efforts to make the Service available to you without interruption, 24 hours a day, seven days a week, except for any planned or unscheduled maintenance.

Trial Version. We may offer you access and use of the Service on a trial basis for a term set forth in your subscription agreement.

Support. Customer support will be available to via email within 48 hours, Monday through Friday, except public holidays in the United States. GreenM shall have no obligation to provide customer support services to any customer enrolled in a free trial.

Updates and Upgrades. GreenM may update or upgrade the Service from time to time without prior notice to you, and such updates or upgrades may result in changes in the appearance and/or functionality of the Service (including the addition, modification, or removal of functionality, features, or content).

Your Use of the Service. Subject to the timely payment by you of the fees for the Service, we grant a non-exclusive, non-transferable right to you and your authorized employees, agents and independent contractors to use the Service during the term of your subscription solely for your company’s business operations. Any other use of the Service by you or any person, business, corporation, or any other entity is strictly forbidden and is a violation of this Agreement.

You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify us.

You are responsible for all of your activity in connection with the Service and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree you SHALL NOT:

  • resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service;
  • modify, reverse engineer, decompile or disassemble the Service;
  • copy, adapt, alter, modify, translate, or create derivative works of the Service without our written authorization;
  • permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of this Agreement;
  • use or access the Service to compile data in a manner that is used or usable by a competitive product or service;
  • use your Account (as defined in Section 4) to engage in any illegal conduct;
  • upload to transmit any communications that infringe or violate the rights of any party;
  • upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.

We may terminate your access to and use of the Service if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated our rights or the rights of any third party, or for any other reason, with or without notice to you.

We may offer you additional services upon request, which may be subject to the terms and conditions of a separate agreement, which you will be asked to sign as a condition to such services being provided to you.

  1. REPRESENTATIONS AND WARRANTIES

By using the Service, you (on behalf of yourself or the business or other legal entity that you duly represent): (a) agree to be bound by this Agreement, (b) acknowledge and agree that you have independently evaluated the desirability of using the Service and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and (c) hereby represent and warrant that you are lawfully able to enter into contracts (e.g., you are not a minor). In addition, the person agreeing to this Agreement on behalf of a business or other legal entity hereby represents and warrants that he or she is authorized and lawfully able to bind that business or entity to this agreement.

You are solely responsible for ensuring that your use of the Service is in conformance with applicable federal, state and local laws and regulations. By using the Service, you further warrant and represent that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  1. TABLEAU LOGS AND PROTECTED HEALTH INFORMATION

In order to use the Service and for the Service to work, you agree to provide us with your Tableau logs (the “Tableau Logs”) by uploading them to our secure Amazon Web Services (“AWS”) folder. During such process we might receive some medical information (“Protected Health Information”) from you, which is protected under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). You agree that it is your responsibility to implement reasonable and appropriate administrative, technical and physical safeguards to protect the confidentiality, integrity and availability of all Protected Health Information and any and all other confidential information that you upload to our AWS folder, such that such Tableau Logs contain no personally identifiable information.

We understand that the security of your data and information is important. We implement reasonable administrative, technical, and physical security controls designed to protect your data and information from loss, misuse, unauthorized access, disclosure, alteration, or destruction. However, despite our efforts, no security controls are completely effective and we cannot ensure or warrant the security of your data and information.

  1. ACCOUNT REGISTRATION; ACCOUNT SECURITY

To use our Service you will be asked to provide certain registration details or other information. You acknowledge and agree that all information you provide to register an account (“Account”) on the Website is accurate, current and complete.

Client will use its Account to manage its Service and settings, to upload

Our collection, use, transfer, and retention of your information, including, without limitation, Tableau Logs that you upload, are governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You agree that you will not disclose your Account password to anyone and you must notify us immediately of any unauthorized access to or use of your user name or password or in the event that any other breach of security occurs. You are responsible for all activities that occur under your Account, whether or not you know about them.

You are solely responsible for activity that occurs on your Account and it is your responsibility to protect your personal data and maintain the confidentiality of your user information and password.  You are also responsible for immediately notifying us of any unauthorized use of your Account, or breach of your Account information or password. We will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge.

  1. CLIENT CONTENT

The Service enables you to log certain information into the Service such as Tableau Logs and other data (“Client Content”). You retain all rights to your Client Content.

By providing your Client Content to us, you grant us a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify and analyze your Client Content in connection with providing the Service.

You represent and warrant that you have all rights and permissions necessary to upload Client Content onto our AWS folder. You further represent and warrant that:

  • your Client Content does not violate this Agreement, and it will not cause injury to any person or entity, and that it does not violate any third party’s proprietary, statutory, or common law rights;
  • if your Client Content is protected under HIPAA, you represent and warrant that the Client Content, as uploaded to the Service, will not be personally identifiable.
  1. INTELLECTUAL PROPERTY

The Service, its features and functionality along with all graphs, charts and insights created by GreenM as part of the Service, including, without limitation, text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein, are owned by or licensed to GreenM, subject to copyright and other intellectual property rights under United States, EU and foreign laws and international conventions. GreenM reserves all rights not expressly granted in and to the Service herein.

  1. SUBSCRIPTION AND PAYMENT

Subscription. Unless enrolled in a free trial, You must pay all fees for using the Service, listed in your Subscription Agreement.

Valid Payment Method. We require you to provide us with a valid credit card number or other form of electronic payment information (such as PayPal). We will automatically charge your payment method in advance for the subscription term. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not update your payment information or cancel your subscription, you authorize us to keep billing you for using the Service and you remain responsible for uncollected amounts. Your obligation to pay fees continues through to the end of the period in which you cancel your subscription. Note that there are no refunds offered for subscriptions canceled during the subscription term, either on a prorated basis or otherwise.

Late Payments. If any amounts due hereunder are not received by GreenM within fifteen (15) days after the due date for any reason, then, at our discretion, such amounts may accrue interest at the rate of 18% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. We reserve the right to suspend or terminate your access to the Service, in our discretion, for failure to timely pay the balance.

Taxes. You are responsible for paying all taxes on all fees that you pay to us, as applicable. Local taxes may differ based on your payment method.

Fee Increases. The fees for using the Service are subject to change on 30 days’ notice, provided that no fee change will apply during your then-current subscription term.

Jurisdictional  Variation. Depending on your location, foreign exchange fees or differences in prices may apply, including due to exchange rates.

Financial Institutions. We will share your Account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase. We are not responsible for any error by a payment processor.

  1. TERM AND TERMINATION

Term. This Agreement shall commence on the day you first access the Service and shall continue until your account is canceled as set forth herein.

Auto-Renewal and Cancellation. Your subscription will automatically renew at the end of its then current term, for another term of the same length, unless you cancel it prior to the commencement of such new term. You may elect to cancel your subscription effective as of the end of the then current term by sending a corresponding email request.

Termination. If you violate the letter or spirit of this Agreement, abuse the Service, or otherwise create risk or possible legal exposure to GreenM, we can terminate or suspend the Service in our sole discretion.

Effects of Termination. Upon termination of this Agreement for any reason, (a) you will immediately lose all access to the Service; (b) you will have no further access to your Account; and (c) you will pay GreenM all unpaid amounts owing to GreenM. You acknowledge and agree that once we delete your Account, your Client Content may be deleted or lost and may not be recoverable

Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

  1. YOUR FEEDBACK

We welcome your feedback about the Service. Unless otherwise expressly declared, any communications you send to us are deemed to be submitted on a non-confidential basis. You agree that we may decide to publicize such communications at our own discretion. You agree to authorize us to make use of such communications for free, and revise, modify, adjust and change contextually, or make any other changes as we deem appropriate.

  1. WARRANTY DISCLAIMER

GreenM makes no representation that the Service is appropriate or available for use in all locations. The Service may not be available in your location or may vary across locations.

THE SERVICE IS PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF GREENM WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF GREENM FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF GREENM, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF GREENM; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL GREENM, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN TRANSMISSION, COMPUTER VIRUS, ETC.

IN NO EVENT WILL GREENM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM YOUR USE OF OR INABILITY TO USE THE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO GREENM FOR SUCH USE OF THE SERVICE OR TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LOWER.

THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY IN SUCH JURISDICTIONS.

  1. THIRD PARTY LINKS

The Service or the Website may give you access to links to third-party websites. GreenM does not endorse any of these third party websites and does not control them in any manner. Accordingly, GreenM does not assume any liability associated with your use of any third party websites. You need to take appropriate steps to determine whether accessing a third party website is appropriate, and to protect your personal information and privacy.

  1. INDEMNITY

You agree to defend, indemnify, and hold GreenM, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

  1. MISCELLANEOUS

Amendment. We may modify this Agreement from time to time. Any amended terms automatically take effect 10 days after being posted on the Website. Your use of the Service following the effective date of any modifications to this Agreement will constitute your acceptance of this Agreement, as modified. You agree that notice on the Website of modifications is adequate notice.

Governing Law; Wavier of Jury Trial. Any dispute arising from this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SAN FRANCISCO COUNTY, STATE OF CALIFORNIA AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

No Class Actions. All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.

Statute of Limitations. Any cause of action you may have with respect to your use of the Service must be commenced within one (1) year after the claim or cause of action arises.

Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.  A printed version of this Agreement shall be admissible in judicial or administrative proceedings.

No Agency. You and GreenM are independent contractors, and no agency, partnership, joint venture, employer- employee relationship is intended or created.

Waiver. No waiver by GreenM of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of GreenM to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

Assignment. You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

QUESTIONS AND COMMENTS

If you have any comments or questions on any part of the Service or any part of this Agreement, please feel free to contact our customer service department at hello@tabterrier.com.