GT Commercial Software
BY CHECKING THE ACCEPTANCE BOX OR ACCESSING OR USING ALL OR ANY PORTION OF GT COMMERCIAL SOFTWARE, 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 AND LEGALLY BINDING BETWEEN YOU AND GTR. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE GT COMMERCIAL SOFTWARE. IF YOU WISH TO USE THE GT COMMERCIAL 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 AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO DO SO. IN THE EVENT YOU ARE REDIRECTED TO GTR’S WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS OF SERVICE OR PRIVACY POLICIES POSTED THEREON.
- Genuine Technology & Research Limited (GTR)
1.1 Provision of GTR
GTR is a software development company permitting you to access GTR’s data visualization product, as such product may be modified, enhanced, and/or updated from time to time (“GTR”). GTR is described more fully in the then current version of any supporting product help and technical specifications documentation provided by GTR with GTR to you (“Documentation”). Our software’s are provided on a subscription basis for a set term designated herein or in the applicable Ordering Document (each, a “Subscription Term”). This Agreement applies only to GT Commercial Software and does not grant you rights to any other GTR services or software, which are made available under separate agreements.
1.2 Access to GTR.
Subject to the terms and conditions of the Agreement, and except as set forth in Section 5 (Term and Termination) GTR hereby grants to you a non-exclusive, non-transferable, non-sublicensable (except as permitted under Section 1.5) right during the applicable Subscription Term to access and use GTR solely for your business purposes but only in accordance with: (i) the Documentation; (ii) the restrictions in Section 1.1 (Provision of GTR), Section 1.7 (General Restrictions), and Section 2 (Customer Data and Customer Obligations) and (iii) any restrictions designated on the applicable Ordering Document, including, but not limited to the number of Authorized Users. You will use reasonable efforts to prevent any unauthorized access to or use of GTR and the Documentation, and will promptly notify GTR in writing of any unauthorized access or use of which you become aware and provide all reasonable cooperation to prevent and terminate such access or use.
1.3 Authorized Users.
“Authorized Users” means those uniquely identified individuals for whom the applicable subscription fees have been paid, as stated on the applicable Ordering Document, who are authorized by you to use and access GTR for any purpose regardless of whether those individuals are actively using GTR at any given time. The Authorized Users will receive user IDs and passwords to access GTR. These credentials are granted to individual, named persons and may not be shared. You will ensure that all Authorized Users keep these credentials strictly confidential. Subscriptions to GTR may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single GTR subscription between multiple users. You may allow your Contractors and Affiliates to access GTR as Authorized Users in accordance with this Agreement, provided you shall remain liable for all acts and omissions of your Affiliates and Contractors as if their breach were your own. “Affiliate” means each legal entity that is directly or indirectly controlled by you on or after the Effective Date, for so long as such entity remains directly or indirectly controlled by you (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership). “Contractor” means those independent third parties who perform services related to this Agreement for you.
1.4 External Viewers
Subject to the terms and conditions of this Agreement, during the Subscription Term, you may permit third-parties (“External Viewers”) to be Authorized Users of your account to GTR, but only so the External Viewers may (1) interact with visualizations generated by you through your use of GTR and based on Customer Data (as defined in Section 2.1) or (2) themselves create visualizations using Customer Data, provided that in each case the Customer Data excludes External Viewer data unless such External Viewer data is combined with Customer Data or is relevant to your provision of services to that particular External Viewer. In providing such access to External Viewers, you may not act as “Marketing Service Provider”, “Service Bureau” or other entity with a similar business model. External Viewers may not use or access GTR for any other purposes except as expressly permitted in this Section 1.5. You shall ensure that all External Viewers’ use of GTR is limited as described in this Section 1.5 by designating the appropriate access levels for External Viewers within GTR. You shall be solely responsible for your relationships with External Viewers and notify External Viewers that GTR shall have no warranty, support or other obligation or liability. You shall be liable for all acts and omissions of External Viewers as if their acts or omissions were your own.
1.5 General Restrictions.
As a condition to the rights granted to you hereunder, you shall not (and shall not allow any third party to:
(a) decompile, disassemble, or otherwise reverse engineer GTR or any Third-Party Code or attempt to reconstruct or discover any source code, APIs, underlying ideas, algorithms, file formats or programming interfaces
(b) distribute, sell, sublicense, rent, lease or use GTR or any Third-Party Code (or any portion thereof) for time sharing, hosting, service provider or like purposes,
(c) remove any product identification, proprietary, copyright, trademark, service mark, or other notices contained in GTR
(d) modify any part of GTR or any Third-Party Code, create a derivative work of any part of GTR
(e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to GTR;
(f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy or other protection used by GTR in connection with GTR, or use
GTR together with any authorization code, serial number, or other copy protection device not supplied by GTR or through an Authorized Partner;
(g) use GTR to develop a product which is competitive with any GTR product offerings;
(h) use unauthorized Product Keys or keycode(s) or distribute or publish keycode(s) except as may be expressly permitted by GTR in writing;
(i) enable access to GTR for a greater number of Authorized Users than the sum quantity of subscriptions purchased on the applicable Ordering Document(s);
(j) reassign subscription access rights between Authorized Users so frequently as to enable a single subscription to be shared between multiple users; or
(k) assert, nor will you authorize, assist or encourage any third-party to assert, against GTR or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding GTR or any support you have purchased or used hereunder.
(l) take responsibility if you let any person of criminal list use GTR or its any product under your acquisition, it will be considered as solely your own liability.
- CUSTOMER DATA AND YOUR OBLIGATIONS
2.1 Customer Data
“Customer Data” means any business information or other data which you input, or provide to GTR for inputting, into GTR.
2.2 Your obligations
You are solely responsible for the accuracy and content of all Customer Data. You represent and warrant to GTR that (i) you have sufficient rights in the Customer Data to authorize GTR to process, distribute and display the Customer Data as contemplated by this Agreement and the Documentation, (ii) the Customer Data and its use hereunder will not violate or infringe the rights of any third party, and (iii) your use of GTR and all Customer Data is at all times compliant with your privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data.
2.3 Rights in Customer Data.
As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to your Customer Data as published on GTR. Subject to the terms of this Agreement, you hereby grant to GTR a nonexclusive, worldwide, royalty-free right to use, copy, store, transmit, and distribute, perform and display (including publicly), modify and create derivative works of the Customer Data solely to the extent necessary to provide GTR in accordance with this Agreement and the documentation.
2.4 Storage of Customer Data.
GTR does not provide an archiving service. GTR agrees it shall not intentionally delete any Customer Data from database prior to termination or expiration of Customer’s applicable subscription. Except as otherwise set forth herein, GTR expressly disclaims all other obligations with respect to storage of customer data.
2.5 Aggregated Anonymous Data.
In addition to the limited license rights granted by you in Section 2.3, GTR may aggregate your metadata and GTR usage data so that the results are non-personally identifiable with respect to
you The Aggregated Anonymous Data will be deemed GTR Technology, and you acknowledge that GTR may use the Aggregated Anonymous Data (a) for its own internal, statistical analysis, (b) to develop and improve GTR and (c) to create and distribute reports and other materials regarding the use of GTR. For clarity, nothing in this Section 2.5 gives GTR the right to publicly identify you as the source of any Aggregated Anonymous Data without your prior written consent.
3.1 GTR Technology.
Notwithstanding anything to the contrary contained herein, except for the limited access and use rights expressly provided herein, GTR and its licensors retain all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to GTR, the Documentation, the Third Party Code, any other GTR deliverables and any and all related and underlying software (including interfaces), databases (including data models, structures, Aggregated Anonymous Data and any other noncustomer specific data and statistical data), technology, reports, documentation, as well as any related process or methodology provided or used by GTR, and with respect to each of the foregoing, any copies, modifications, improvements, derivative works, or enhancements thereto however developed or provided. You acknowledge that you are obtaining only a limited right to access and use GTR on a hosted basis and that irrespective of any use of the words “purchase”, “sale”, “sublicense” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise, and further acknowledge that nothing contained in this Agreement shall be construed to convey to you ownership of any intellectual property rights in or to any GTR Technology or any related methodologies or processes. Nothing in this Section 3.1 shall be deemed as granting GTR ownership of Customer Data or in any way impacting your ownership of Customer Data.
From time to time, you may submit comments, information, questions, data, ideas, descriptions of processes, or other information to GTR. You agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by you, shall not, absent a separate written agreement, create any confidentiality obligation for or upon GTR. You will not give Feedback that is subject to license terms that seek to require any GTR product, technology, service or documentation incorporating or derived from such Feedback, or any GTR intellectual property, to be licensed or otherwise shared with any third party.
4 SUBSCRIPTION TERM, FEES & PAYMENT
4.1 Subscription Term
Unless otherwise specified on the applicable Ordering Document, each Subscription Term shall begin on the effective date of the applicable Ordering Document and expire as per chosen subscription package. Approximately thirty (30) days prior to the expiration of the Subscription Term, GTR may notify you of its opportunity to renew the Subscription Term. Any renewals require mutual agreement and all applicable fees for such renewals will be at GTR’s then-current rates. If your subscription is not renewed, your access to GTR will terminate at the end of the then-current Subscription Term.
4.2. Fees and Payment.
You shall pay all fees set forth in the applicable Ordering Document. All payments shall be made in the currency noted on the applicable Ordering Document within thirty (30) days of the date of the applicable electronic invoice. Except as expressly set forth herein, all fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, GTR will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax, and service tax. If any withholding tax is required by the applicable law to be paid by you in relation to payments due to GTR hereunder, you will provide GTR with official receipts and/or certificates from the appropriate taxing authorities to establish that any applicable taxes have been paid.
4.3 Suspension of Services
If your account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), GTR reserves
the right to suspend your access to GTR without liability to you until such amounts are paid in full.
- TERM AND TERMINATION
This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of the Subscription Term(s).
5.2 Termination for Cause
Either party may terminate this Agreement (including all related Ordering Documents) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach including without limitation your failure to pay, provided that GTR may terminate this Agreement immediately upon any breach of Section 1.7 (General Restrictions) or if you violate any other restrictions contained in Section 2 (Customer Data and Your Obligations); (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 that party (and not dismissed within sixty (60) days thereafter). 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.
5.3. Effect of Termination.
Upon any termination or expiration of this Agreement, you shall immediately cease any and all use of and access to GTR and destroy (or, at GTR’s request, return), any GTR Confidential Information in its possession. You acknowledge that, except as exported or printed prior to termination or expiration by you as may be permitted through the functionality of GTR, following termination or expiration it shall have no further access to any Customer Data input into GTR, and that GTR may delete any such data at any time. Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
6.1 LIMITED WARRANTY
GTR warrants to you that GTR will operate in substantial conformity with the applicable Documentation. GTR does not warrant that your use of GTR will be uninterrupted or error-free, nor does GTR warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. GTR’s sole liability (and your sole and exclusive remedy) for any breach of this warranty shall be, in GTR’s sole discretion and at no charge to you, to use commercially reasonable efforts to correct the reported non-conformity, or if GTR determines such remedy to be impracticable, to allow you to terminate the applicable Subscription Term and receive as its sole remedy a refund of: (a) the monthly subscription fees specified in the applicable Ordering Document which are allocable to the thirty (30) day period prior to the date the warranty claim was made and (b) any fees you have pre-paid for use of GTR or related services it has not received as of the date of the warranty claim.
The above warranty shall not apply: (i) unless you make a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared; (ii) if GTR is used with hardware or software not authorized in the Documentation; (iii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services.
6.3. Warranty Disclaimer
Neither GTR nor its licensors make any other 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 shall be limited as provided herein. GTR shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of tableau.
- Support and Security
During the Subscription Term, GTR is subject to the support terms and security procedures set forth in the then-current GTR service & support policy. For service & support subscriber has to contact on the basis of given contact info.
8 Limitation of Remedies and Damages
8.1 But for: (1) breach of section 1.5 (external viewers), section 1.7 (general restrictions), or (2) damages arising out of external viewer’s use of GTR, including your obligations under section 9.2, neither party shall be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance 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.
8.2 BUT FOR:
(1) breach of section 1.5 (external viewers), section 1.7 (general restrictions), or (2) damages arising out of external viewer’s use of GTR, including your obligations under section 9.2, each party’s entire liability and obligation to the other party shall not exceed the fees paid or owed by you to GTR under this agreement during the availed subscription term to you.
8.3 Failure of Essential Purpose
The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
9.1. GTR Indemnification
GTR shall defend you from and against any claim by a third party alleging that GTR, when used as authorized under this Agreement, infringes a Bangladesh patent, Bangladesh copyright, or Bangladesh trademark and shall indemnify and hold your harmless from and against any damages and costs awarded against you or agreed to in settlement by GTR (including reasonable attorneys’ fees). Provided that GTR shall have received from you: (i) prompt written notice of such claim (but in any event notice in sufficient time for GTR 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 GTR is (or in GTR’s opinion is likely to be) enjoined, if required by settlement or if GTR determines such actions are reasonably necessary to avoid material liability, GTR may, in its sole discretion: (a) substitute for GTR substantially functionally similar programs and documentation; (b) procure for you the right to continue using GTR; 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 GTR . The foregoing obligations of GTR shall not apply: (1) if GTR is modified by any party other than GTR but solely to the extent the alleged infringement is caused by such modification; (2) if GTR is combined with other non- GTR services or processes not provided or authorized by GTR but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of GTR; (4) to any action arising as a result of Customer Data or any third-party components contained within or uploaded to GTR; or (5) if you settle or make any admission with respect to a claim without GTR’s prior written consent. THIS SECTION 9.1 SETS FORTH GTR AND ITS LICENSOR’S SOLE LIABILITY AND YOUR
SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
9.2. Indemnification by You
Subject to this Section 9, you shall defend GTR and against any and all claims arising out of from any claim by third parties (including any External Viewers and Contractors) resulting from or relating to: (i) the Customer Data, including without limitation any claim based on your breach or alleged breach of Section 2.2 (Customer Data and Your Obligations) or alleging that the Customer Data infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party; (ii) any breach by you of Section 1.5 (External Viewers), (iii) your use of GTR in violation of this Agreement; or (iv) a n External Viewer’s use of Tableau Online, and shall indemnify and hold GTR harmless from and against any damages and costs awarded against GTR or agreed in settlement by you (including reasonable attorney’s fees) resulting from such claims, provided that you shall have received from Tableau: (i) prompt written notice of such claim (but in any event notice in sufficient time for you 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 GTR . You may not settle any such claim relating to GTR without GTR’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
- CONFIDENTIAL INFORMATION.
Each party ( as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, pricing, documentation or technical information provided by GTR (or its agents), performance information relating to GTR, and the terms and conditions of this Agreement shall be deemed Confidential Information of GTR without any marking or further designation. Customer Data shall be deemed your Confidential Information without any marking or further designation. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
- General Terms
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. GTR may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of GTR’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without GTR’s written consent except that you may assign this Agreement, in whole but not in part, without GTR’s written consent in connection with any merger, consolidation, sale of all or substantially all of you assets, or any similar transaction provided that: (i) the assignee must not be a direct competitor of GTR;(ii) you provide prompt written notice of such assignment to GTR;(iii) the assignee is capable of fully performing your obligations under this Agreement, and (iv) the assignee agrees to be bound by the terms and conditions of this Agreement. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
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.
12.3 Governing Law Jurisdiction and Venue.
Excluding conflict of laws rules, this Agreement shall be governed by and construed under the land laws of Bangladesh. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts.
12.4 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.
12.5 GTR Customer List
Customer agrees that GTR may disclose Customer as a customer of GTR and use Customer’s name and logo on GTR’s web site and in GTR’s promotional materials.
Any notice or communication required or permitted under this Agreement shall be in writing. 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: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.
12.7 Amendments & Waivers
From time to time, GTR may modify this Agreement. Unless otherwise specified by GTR changes become effective for existing subscription customers upon renewal of the then current Subscription Term. GTR will use reasonable efforts to notify you of the changes through communications through GTR, email, or other means. You may be required to click to accept the modified Agreement before using GTR in a renewal Subscription Term, and in any event continued use of GTR during the renewal Subscription Term will constitute your acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins. Further, from time to time, GTR may modify the GTR Support Policy referenced in Section 7, however GTR shall not substantially reduce the overall level of beneficial service provided to you under the GTR Support Policy existing as of commencement of the then current Subscription Term, unless such reduction results from governmental regulation or requested modifications by you or is otherwise agreed to by you. Except as set forth in this Section 12.7, 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. No provision of any purchase order or other business form employed by you, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
12.8 Entire Agreement
This Agreement (including each Ordering Document, and any other mutually agreed exhibits or attachments) 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. You acknowledge that GTR is an on-line, subscription-based product, and that in order to provide improved customer experience GTR may make changes to GTR (which may include making available different or substitute code compared to those available as of the Effective Date), and GTR will update the documentation accordingly.
12.9 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.
12.10 Audit Rights
You understand that GTR may monitor your use of GTR in order to verify that you have not exceeded its permitted number of Authorized Users. If GTR becomes aware of any excess usage of GTR, then you will pay for the excess usage and for any ongoing excess usage at GTR’s then current rates. Upon GTR’s written request, you shall furnish GTR with a signed certification certifying that GTR is being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice, GTR may audit your use of GTR, software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that you have accessed or permitted access to GTR in a manner that is not permitted under this Agreement, then GTR may terminate this Agreement pursuant to Section 5 and you are liable for the reasonable costs of the audit in addition to any other fees, damages and penalties Tableau may be entitled to under this Agreement and applicable law.
12.11 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 such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license 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.
12.12 Third Party Beneficiaries
GTR Software, its affiliates and its licensors may be third party beneficiaries of this Agreement. No other third party, including without limitation External Viewers under Section 1.5, is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.
Regardless of any language into which this Agreement may be translated, the official, controlling and governing version of this Agreement shall be exclusively the English language version.