Alteryx Analytics

End User License Agreement

ALTERYX, INC.

SOFTWARE & DATA LICENSE AGREEMENT

1. DEFINITIONS: As used in this License Agreement, "Licensed Product" means the Alteryx licensed software and information contained on the media provided with this package, downloaded, or otherwise provided by Alteryx and/or any Reseller (as defined in Section 17) (if Licensed Products are purchased through a Reseller) to Licensee. "Copies" means the actual copies of all or any portion of the Licensed Product, including backups, updates, merged or partial copies permitted hereunder or subsequently provided to you. "Related Materials" means all of the printed materials and whatever is in the package or downloaded, and non-Data contained on the media supplied in the package, downloaded, or otherwise supplied by or from Alteryx for use with the Licensed Product. "License" means the grant of certain limited rights to use and maintain the Licensed Product and Related Materials. The Licensed Product and all Related Materials are provided by Alteryx, subject to the following terms and conditions. Certain portions of the Licensed Product incorporated therein or provided by Alteryx as add-ons may consist of data ("Data") and tools ("Tools") proprietary to third parties ("Third Party Licensors") which have licensed Alteryx to sublicense and/or distribute such data and tools. All such third party data, shall be subject to the terms and conditions hereof and the Third Party Licensors shall be beneficiaries of this License. Where used herein the term "You" or "you" shall refer to the party using the Licensed Product ("Licensee"). "Alteryx Analytics Gallery" or "Gallery" means a public cloud, multi-studio (tenant) web platform offered by Alteryx that allows Artisans to publish analytic applications they create via the Licensed Product to either a public gallery or private studio within the web platform. "Artisan" means an Alteryx Analytics Gallery user who is authorized to use a licensed seat of the Licensed Product.

2. LICENSE AND RESTRICTIONS.

2.1 PURCHASED LICENSES. With respect to the licenses to Licensed Products that have been purchased (as evidenced by your purchase documentation signed by you and Alteryx) ("Purchased Licenses"), the following license terms and restrictions shall apply:

2.1.1 Subject to the terms and conditions of this License Agreement, Alteryx grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the Licensed Products in the furtherance of Licensee's business purposes, on any computers used by or on behalf of Licensee. In order to preserve and protect its rights under applicable law, Alteryx is not selling you ownership rights to any Licensed Product (owned by or licensed to Alteryx). Third Party Licensors specifically retain title to all Data and Tools owned by them. The Licensed Product shall be used by Licensee solely for its internal purposes and shall not be resold or otherwise disclosed to any third party without the prior written consent of Alteryx, and Licensee shall not use the Licensed Product for any other purpose. Licensee shall not place the Licensed Product on the Internet or any similar network or network service or enter into any reseller, distribution or third party arrangements for such distribution as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with Alteryx. This restriction is not intended to prohibit installation of the Licensed Product on an Internet or Intranet server in conjunction with a software application that accesses the Licensed Product to provide reports or other output if an unlimited Server license has been purchased.

2.1.2 License Options for Purchased Licenses are either Per User or Server License as specified in your purchase documentation. In no circumstance may you allow a greater number of users to access the Licensed Product at any one time than the total number of user licenses for which you have paid. The following restrictions apply to each license option:

A. PER USER LICENSE ONLY: USES PERMITTED: When a per user license is purchased (as evidenced by your purchase documentation) the Licensed Product is licensed for use only on a single personal computer for each user license. The Licensed Product may be installed onto a hard disk drive of such personal computer. The Licensed Product may also be stored or installed on a storage device such as a network server, used only to install or access the Licensed Product on your other computers over an internal network; however, you must have acquired a license for each separate computer on which the Licensed Product is installed or accessed from the storage device. A user license for the Licensed Product may not be shared or used concurrently on different computers. One backup copy may be made for each legally obtained media copy you have received, provided that all Alteryx and Third Party Licensor information including copyright notices are maintained, and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Licensed Product from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License are reserved by Alteryx.

B. SERVER LICENSE ONLY: USES PERMITTED: During the license Term the Licensed Product may be installed on one (1) server for each Server license purchased (as evidenced by your purchase documentation). Up to the number of users evidenced on your purchase documentation may access the Licensed Product on that server. One backup copy may be made for each legally obtained media copy you have received (and not per user), provided that it is necessary to preserve the use of the Licensed Product, is used only for backup purposes, all Alteryx and Third Party Licensor information including copyright notices are maintained, and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Licensed Product from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License are reserved by Alteryx.

C. Authorized Users. Licensee may permit the Licensed Products to be used by the personnel of Licensee, provided such usage must be a part of the internal business of Licensee, which may include business on behalf of their respective clients. Such personnel shall be subject to the same restrictions on the use of the Licensed Products and obligations on the protection of Alteryx's and any Reseller's (if Licensed Products are purchased through a Reseller) Confidential Information as those that bind the Licensee hereunder, and Licensee shall remain responsible and liable for such personnel's compliance with the terms of this Agreement. With respect to Licensed Products purchased on a per seat basis as set forth in the applicable purchase documentation, such personnel must be named by Licensee and not exceed the number of licenses to Licensed Products purchased pursuant to the purchase documentation ("Named Seats"). The designated personnel for Named Seats may be changed or updated from time to time by Licensee upon written notice to Alteryx in the event personnel are no longer employed by Licensee or the job description of designated personnel no longer includes usage of the Licensed Products. Notwithstanding anything to the contrary herein, for enterprise or unlimited licenses, the permitted users shall be set forth in the applicable purchase documentation and shall supersede the definition of Named Seats set forth above.

D. Support. For Purchased Licenses, Alteryx shall provide to Licensee support and consultation from Alteryx designated offices to assist Licensee in resolving problems Licensee has encountered in the use of the Licensed Products, and in accordance with the Technical Support Guidelines and Policies available at http://community.alteryx.com/supportguidelines (the "Support Policies"). The Support Policies may be updated from time to time by Alteryx in its discretion.

2.2 TRIAL LICENSES. For licenses to Licensed Products for a trial basis only ("Trial License"), the following license terms and restrictions shall apply:

2.2.1. Subject to the terms and conditions of this License Agreement, Alteryx grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the Licensed Product solely for Licensee's temporary trial and internal evaluation use only in a non-production environment. In order to preserve and protect its rights under applicable law, Alteryx is not giving, transferring or selling Licensee any ownership rights to the Licensed Product, which are owned by or licensed to Alteryx. Third Party Licensor specifically retains title to all data and tools owned by them. The Licensed Product shall not be resold or otherwise disclosed to any third party without the prior written consent of Alteryx, and Licensee shall not copy, decode, reverse engineer or use the Licensed Product for any other purpose. Licensee may use the Licensed Product licensed from Alteryx solely in connection with Licensee's own evaluation efforts, and Licensee shall not resell, sublicense or otherwise publicly disclose or disseminate any output of the Licensed Product. Licensee shall not place the Licensed Product on the Internet or any similar network or network service or enter into any direct, reseller, distribution or third party arrangements for distribution as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with Alteryx.

2.2.2 The following restrictions apply to Trial Licenses:

A. PER USER LICENSE ONLY: USES PERMITTED. Pursuant to this License Agreement, the Licensed Product is hereby licensed for a fourteen (14) day trial and evaluation period for use only on a single personal computer for each user License. The Licensed Product may be installed onto a hard disk drive of such personal computer. The Licensed Product may also be stored or installed on a storage device such as a network server, used only to install or access the Licensed Product on your other computers over an internal network; however, you must have acquired a License for each separate computer on which the Licensed Product is installed or accessed from the storage device. A user License for the Licensed Product may not be shared or used concurrently on different computers. One backup copy may be made for each legally obtained media copy you have received, provided that all Alteryx and Third Party Licensor information including copyright notices are maintained, and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Licensed Product from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License Agreement are reserved by Alteryx.

B. RESTRICTIONS AND LIMITATIONS. For the Trial License, Alteryx shall provide to Licensee support and consultation from Alteryx designated offices to assist Licensee in resolving problems Licensee has encountered in the use of the Licensed Products, and in accordance with the Technical Support Guidelines and Policies available at http://community.alteryx.com/supportguidelines (the "Support Policies"). The Support Policies may be updated from time to time by Alteryx in its discretion.

2.3 EDUCATIONAL LICENSES. For licenses to Licensed Products for educational purposes only ("Educational License"), the following license terms and restrictions shall apply:

2.3.1. Subject to the terms and conditions of this License Agreement, Alteryx grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the Licensed Product solely for Licensee's non-commercial, educational use only, and the Licensed Product must be linked to an email address that has been assigned to Licensee by an educational institution or provided in connection with a paid educational course. In order to preserve and protect its rights under applicable law, Alteryx is not giving, transferring or selling Licensee any ownership rights to the Licensed Product, which are owned by or licensed to Alteryx. Third Party Licensor specifically retains title to all data and tools owned by them. The Licensed Product shall not be resold or otherwise disclosed to any third party without the prior written consent of Alteryx, and Licensee shall not copy, decode, reverse engineer or use the Licensed Product for any other purpose. Licensee may use the Licensed Product licensed from Alteryx solely in connection with Licensee's own non-commercial, educational efforts, and Licensee shall not resell, sublicense or otherwise publicly disclose or disseminate any output of the Licensed Product. Licensee shall not place the Licensed Product on the Internet or any similar network or network service or enter into any direct, reseller, distribution or third party arrangements for distribution as, but not limited to, electronic, on line, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with Alteryx.

2.3.2 The following terms and restrictions apply to Educational Licenses:

A. PER USER LICENSE ONLY: USES PERMITTED. Pursuant to this License Agreement, the Licensed Product is hereby licensed for a one (1) year period for use only on a single personal computer for each user License. The Licensed Product may be installed onto a hard disk drive of such personal computer. The Licensed Product may also be stored or installed on a storage device such as a network server, used only to install or access the Licensed Product on your other computers over an internal network; however, you must have acquired a License for each separate computer on which the Licensed Product is installed or accessed from the storage device. A user License for the Licensed Product may not be shared or used concurrently on different computers. One backup copy may be made for each legally obtained media copy you have received, provided that all Alteryx and Third Party Licensor information including copyright notices are maintained, and possession of the copy is retained by you in a secure location. In addition, you agree to use reasonable efforts to protect the Licensed Product from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this License Agreement are reserved by Alteryx.

B. RESTRICTIONS AND LIMITATIONS. The Educational License includes the following support: full access to the Alteryx community including: Analytic Application Exchange, Alteryx blogs, Forums, recorded webinars and Knowledgebase for user support and learning.

1. Alteryx shall have the right to terminate this Agreement upon thirty (30) days' notice for any reason.

2. Alteryx shall have the right, at its sole option, at any time during the term of this Agreement, to (i) substitute or change the functionality, name or any other component or part of the Licensed Product offered hereunder, or (ii) or discontinue the Licensed Product, and in each case of (i) and (ii), without any liability or penalty to Alteryx in connection therewith.

3. Licensee may use the public gallery provided in the Alteryx Analytics Gallery, and Licensee agrees that any use thereof shall be governed by the terms and conditions and the policies available at http://gallery.alteryx.com/#!legal (the "Online Terms"), provided that to the extent there is a conflict between the Online Terms and the terms and conditions of this License Agreement, the terms and conditions of this License Agreement shall prevail.

3. DATA AND TOOLS.

3.1.1 Alteryx-Sourced Data.

A. Licensee may use the data provided by Alteryx ("Alteryx-Sourced Data") solely through the Licensed Products to create results or output of any kind (i) for use internally by Licensee within the scope of license provided hereunder (such results or output for internal use being referred to herein as "Results") and (ii) that may be delivered to Licensee's customers as part of Licensee's business, provided that such results or output must be a value added part of Licensee's business and not sold on a standalone basis ("Output Provision"), provided further that data samples provided by Alteryx for the purpose of previewing or testing a new data set may not be used under the foregoing Output Provision and such samples may only be used for internal, non-commercial review or purposes. Alteryx, at its option, at any time during the term of this Agreement or any Order Form, may substitute data vendors of the Alteryx-Sourced Data and the data provided by such data vendors, provided that the data substituted is of the same or better utility as the data provided to Licensee prior to such substitution.

B. Licensee agrees that Alteryx-Sourced Data may be used solely as one factor in Licensee's credit, insurance, marketing or other business decisions and that Licensee is expressly prohibited from using the Alteryx-Sourced Data as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment. Licensee also agrees (i) use of data from the data provider TomTom North America that is provided as part of the Alteryx-Sourced Data ("TomTom Data") with a non-TomTom map may result in increased variance between the location displayed on the map and ground truth location, (ii) it shall not provide display or allow access to actual numerical latitude and longitude coordinates from TomTom Data to any third parties, (iii) it shall not use the TomTom Data to create or assist in the creation of a database of geospatial data with road geometry and street names, routing attributes that enable turn-by-turn navigation on such road geometry, or latitude and longitude of individual addresses and house number ranges, (iv) it shall not use TomTom Data for in-flight navigation, and (v) not to use the Alteryx-Sourced Data to engage in unfair or deceptive practices, and shall comply with all applicable federal, state and local laws and regulations in connection with use of the Alteryx-Sourced Data hereunder.

C. Licensee may use data from the data provider Experian Marketing Solutions that is provided as part of the Alteryx-Sourced Data ("Experian Data") to Match Licensee Customer data to Experian Data for internal analytics use only, which shall include research, Customer analysis, Customer profiling, Customer segmentation, Direct Marketing campaigns to Customers or Prospects (as noted above, for internal analytics purposes only), reporting (including media planning reports), and Modeling. Licensee may not use the Experian Data for tactical Direct Marketing campaign execution based on Customer or Prospect name and address or telephone number variables from the Experian Data. For the purposes of this Section 3.1.1: (i) "Customer" shall mean a consumer: (1) who has voluntarily provided Licensee with contact information that may include any of name and address, email address, or telephone number; (2) engaged in a monetary transaction with Licensee, (3) whose name and address, email address, or telephone number is owned by Licensee or (4) whose name and address, email address, or telephone number is leased, licensed or rented by Licensee and used for internal analytics purposes only and not for prospecting purposes; (ii) "Direct Marketing" shall mean contacting (e.g, via mail, telephone or email) an audience using individual name and address, email or telephone variables; (iii) "Match" shall mean by matching Licensee Customer data to Experian Data by means of a Customer name and address or phone match within the Experian Data; (iv) "Prospect" shall mean a consumer other than a Customer; and (v) "Modeling" shall mean an algorithm derived in whole or in part from Experian Data that is predictive of certain consumer behaviors. Experian Data that is used for data appending shall be restricted to a direct match of either name and address, or telephone number off of the Licensee's customer database.

D. Licensee agrees that it shall not export or download the Alteryx-Sourced Data on a stand-alone basis out of the Alteryx proprietary format in which it was provided to Licensee by Alteryx. Alteryx-Sourced Data may only be used in connection with the Licensed Products with which such data has been provided or in which such data has been incorporated and embedded and may not be directly accessed by personnel of Licensee or an Authorized Affiliate that is not a Named Seat of such Licensed Product, regardless of whether such personnel has access to other Licensed Products. Any results or output must include the applicable attribution as described at http://www.alteryx.com/data-copyright-guidelines.

3.1.2. Licensee may use the Licensed Products with its own data sets and/or third party data sets licensed directly by Licensee from third parties ("Licensee-Sourced Data"), provided that Licensee is compliant with the terms and conditions of its agreement with such third party and Licensor shall not be liable for any damages or losses incurred as a result of the combination of such third party data with the Licensed Products, where such damages or losses would not have occurred but for such combination. The foregoing limitation shall also apply to any indemnification obligation of Licensee herein. The Output Provision with respect to use of Alteryx-Sourced Data with the Licensed Products shall not apply to and shall not limit Licensee's use of Licensee-Sourced Data, provided that any output or results with Licensee-Sourced Data does not also include Alteryx-Sourced Data. For the avoidance of doubt, if output or results include both Licensee-Sourced Data and Alteryx-Sourced Data, the Output Provision shall apply.

3.1.3 Licensee agrees that use of any Tools, whether provided by Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller) as incorporated into the Licensed Product or utilized by Licensee through an add-on, are subject to the applicable terms and conditions of the Third Party Licensor as set forth or accessible through the Third Party Licensor (via website or otherwise), as such terms and conditions may be amended from time to time by such Third Party Licensor in its sole discretion. Licensee further agrees that if registration with such Third Party Licensor is required for use of such Tools, Licensee shall register accordingly prior to any such use of the Tools.

4. USES NOT PERMITTED: UNLESS OTHERWISE AGREED TO IN WRITING WITH ALTERYX, YOU MAY NOT: (1) make derivative works, including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of Alteryx or its Third Party Licensors, as applicable); (2) make copies of the Licensed Product, except as permitted above; (3) make copies of the Related Materials; (4) allow a greater number of users to access the Licensed Product at any one time than the total number of user licenses for which you have paid or otherwise licensed; (5) rent, lease, sublease, sublicense, timeshare, lend or otherwise disseminate the Licensed Product, Data Copies, Tools or any data or content acquired therefrom, Related Materials or your rights under this License or allow access to the Licensed Product for unlicensed internal users; (6) make any attempt to unlock or bypass any initialization system, or encryption techniques utilized by the Licensed Product; (7) alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the Licensed Product or Related Materials; (8) disclose, and must hold in strict confidence any and all passwords and/or lock-codes provided by Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller) under this License Agreement; or (9) decode, reverse engineer or in any other way attempt to derive a source code version of the Licensed Products or any of its components, including any data incorporated therein, provided that with respect to Licensed Products used in the United Kingdom, save to the extent that applicable law permits such acts notwithstanding any contractual prohibition Use, duplication or disclosure by the Government is subject to restrictions as set forth in Section 16 (US Government Rights) of this License Agreement.

5. SECURITY: Licensee shall maintain appropriate security measures with respect to the Licensed Products, including any Data provided therewith or incorporated therein, at least equivalent to those normally used by Licensee, provided such measures provide at least a reasonable degree of care, to prevent the accidental or otherwise unauthorized use, modification or disclosure of the Licensed Products, including any Data provided therewith or incorporated therein.

6. PAYMENT: For Purchased Licenses, Licensee agrees it shall pay Alteryx the fees and any applicable sales and use taxes pursuant to the schedule and as otherwise set forth in the applicable purchase documentation. A finance charge equal to the lesser of one and a half percent (1.5%) per month or the maximum amount allowed by applicable law shall be assessed on all undisputed amounts that are past due. If Licensee fails to remit payment for undisputed fees due by the invoice due date, Alteryx may, at its option, notify Licensee that its account remains unpaid and Alteryx shall have the right to terminate service or rescind any licenses provided to Licensee by Alteryx unless Licensee remits payment to Alteryx within ten (10) business days of notification. Such notice shall also serve as notice of breach under Section 7 of this Agreement.

7. TERM/TERMINATION: The Term of a Purchased License shall be as set forth in your purchase documentation and shall commence on the earlier of the date the Licensed Product is shipped to you by Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller) or you download the Licensed Product. The Term of a Trial License shall commence from the day you open the sealed media package or download the Licensed Product and continues for fourteen (14) days thereafter. Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller) and Licensee may terminate this Agreement upon notice to the other party if the other party breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days from the date the other party receives notice of the breach from the non-breaching party. Upon expiration or termination of the Term, Licensee agrees to remove all copies of the Licensed Product, Tools and Data from all personal computers and servers on which they have been installed and to destroy all copies of the Licensed Product, Tools and Data in its possession, provided that Licensee may retain copies of any Results or results or output covered under the Output Provision, as defined above. If so requested by Alteryx, Licensee shall certify to Alteryx in writing that such actions have been taken upon termination. If you fail to comply with any provision of the License, termination is automatic, without notice from Alteryx and without the necessity for recourse to any judicial authority. Upon such termination, you must destroy the Licensed Product, Tools, Data and Related Materials and any copies. Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller) may also enforce its other legal and equitable rights.

8. CONFIDENTIALITY: Each party shall refrain from disclosing the other party's Confidential Information to third parties for three (3) years following the date that the disclosing party first discloses such Confidential Information to the other party; take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the other party's Confidential Information; and refrain from disclosing, reproducing, summarizing, and/or distributing the other party's Confidential Information except in pursuance of the receiving party's business relationship with the disclosing party, and only as otherwise provided hereunder. The restrictions in this Section 8 shall not apply to Alteryx-Sourced Data disclosed solely as Results or in connection with the Output Provision. "Confidential Information" means all information, in any form, whether or not marked or identified, whether of the disclosing party or any of its clients or affiliates, furnished or otherwise made available, directly or indirectly, by virtue of the provision of a license under this Agreement, that is not generally known outside of the disclosing party, its clients, employees or Affiliates or which, in view of the nature of such information and/or the circumstances of its disclosure the receiving party knows or reasonably should know is confidential or proprietary relating to either party or such party's parent, affiliate, or subsidiary companies, but excluding information that : (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (iii) is independently developed by the receiving party or learned by the receiving party from third parties with no access to the Confidential Information; (iv) is lawfully obtained from a third party that has the right to make such disclosure; or (v) is made generally available by the disclosing party without restriction on disclosure. Alteryx's Confidential Information includes any Alteryx-Sourced Data. Notwithstanding the foregoing, the receiving party may disclose the disclosing party's Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party either (i) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent to the extent it is legally permitted to do so, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the disclosing party's Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, Customer shall not disclose any computer source code that contains Alteryx Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of the foregoing sentence.

9. OWNERSHIP: All title and intellectual property rights in and to the Licensed Product provided Licensee (including but not limited to the content, application programming interfaces, maps, directions, and any images, photographs, video, audio, text, and "applets," if any) are owned or licensed by Alteryx. Nothing in the Agreement constitutes a waiver of Alteryx rights under U.S. or international copyright law or any other federal or state law. All rights not specifically granted under this Agreement are reserved by Alteryx and its suppliers, and Licensee agrees that it will not commit or permit any act or omission by its agents, employees or any third party that would impair such rights. Licensee agrees to notify Alteryx immediately upon obtaining any information regarding a threatened or actual infringement of the intellectual property rights licensed hereunder. Licensee also agrees to reproduce, and shall not remove, any copyright notices and proprietary rights legend on all authorized copies permitted of the Licensed Products or any data used therein. Licensee owns all title and intellectual property rights to any data or information provided by Licensee when using the Licensed Product.

10. LIMITED WARRANTY: For Purchased Licenses, Alteryx warrants to you, the original licensee, that (i) the media on which the Licensed Product is recorded, if the Licensed Product is provided on media, are free from defects in materials and workmanship under normal use and service FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF LICENSE PURCHASE as evidenced by a copy of the receipt, and (ii) it shall use reasonable efforts to provide the Licensed Products in substantial compliance with the terms of the Alteryx's published specifications available at http://www.alteryx.com/products/technical-specifications. Alteryx's entire liability and your exclusive remedy as to defective media or Related Material(s) and the foregoing warranties shall be, at Alteryx's option, either return of the license purchase price or replacement of the Licensed Product, media or Related Material(s). Licensee shall notify Alteryx of each defective item, and if applicable, provide proof of license purchase and date, and send the defective item in a traceable manner, to: Alteryx, Inc., 3345 Michelson Drive Suite 400, Irvine, CA 92612 USA.

11. DISCLAIMER: EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, NEITHER ALTERYX, NOR ANY OF ITS PROVIDERS OF ALTERYX-SOURCED DATA ("DATA PROVIDERS"), THIRD PARTY LICENSORS OR RESELLERS (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER), MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED PRODUCTS, DATA. TOOLS OR THE RELATED MATERIALS, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, NEITHER ALTERYX NOR ITS DATA PROVIDERS, THIRD PARTY LICENSORS OR RESELLERS (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE LICENSED PRODUCT, DATA, TOOLS OR THE RELATED MATERIALS. THE ENTIRE RISK AS TO THE USE OF THE LICENSED PRODUCT, DATA, TOOLS AND THE RELATED MATERIALS, OR THE USE BY YOU OF ANY PRIVATE GALLERY OR THE USE BY ANY ENTITY OR PERSON TO WHICH YOU PROVIDE ACCESS TO THE PRIVATE GALLERY, IS ASSUMED BY YOU.

IN NO EVENT SHALL ALTERYX, THE DATA PROVIDERS, THE THIRD PARTY LICENSORS OR RESELLERS (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER), BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR (I) THE EFFECTIVENESS OR ACCURACY OF THE DATA, TOOLS OR THE RELATED MATERIALS, (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (III) WITH RESPECT TO TRIAL LICENSE USERS AND EDUCATIONAL LICENSE USERS ONLY, DIRECT DAMAGES, ARISING FROM OR OCCASIONED BY YOUR USE OF THE LICENSED PRODUCT, DATA OR TOOLS OR THE RELATED MATERIALS, OR (IV) WITH RESPECT TO PURCHASED LICENSE USERS ONLY, DIRECT DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF TOOLS , IN EACH OF (I)-(IV), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, YOU HEREBY AGREE THAT ALTERYX'S AND ANY RESELLER'S (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) MAXIMUM LIABILITY FOR ANY CLAIM ARISING UNDER A PURCHASED LICENSE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT EXCEED (I) IF IN CONNECTION WITH THE LICENSED PRODUCT, THE LICENSE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM WITH RESPECT TO THE LICENSED PRODUCT, AND/OR RELATED MATERIALS AT ISSUE, (II) IF IN CONNECTION WITH THE DATA, THE LESSER OF $10,000 OR THE LICENSE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM WITH RESPECT TO THE DATA AT ISSUE, OR (III) IF IN CONNECTION WITH ANY TOOL, $100 FOR A CLAIM BASED ON USE OF ANY TOOL. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU.

FOR LICENSED PRODUCTS PURCHASED IN THE UNITED KINGDOM, WITH RESPECT TO THE LIMITATIONS ON LIABILITY SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, ALTERYX'S AND ANY RESELLER'S (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) LIABILITY (I) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (II) FOR BREACH OF ANY CONDITION AS TO TITLE OR QUIET ENJOYMENT IMPLIED BY SECTION 12 SALE OF GOODS ACT 1979 OR SECTION 2 SUPPLY OF GOODS AND SERVICES ACT 1982; AND (III) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, IN EACH OF (I)-(III) IS NOT EXCLUDED OR LIMITED BY THIS AGREEMENT OR PURCHASE DOCUMENTATION, EVEN IF ANY OTHER TERM OF THIS AGREEMENT OR PURCHASE DOCUMENTATION WOULD OTHERWISE SUGGEST THAT THIS MIGHT BE THE CASE.

12. ACKNOWLEDGEMENT: You acknowledge that you have read the LIMITED WARRANTY and DISCLAIMER, understand it, and agree to be bound by its terms and conditions. You also agree that: (1) No oral or written information or advice given by Alteryx, its dealers, distributors, agents or employees shall in any way increase the scope of this Limited Warranty and Disclaimer, and you may not rely on any such information or advice; and (2) If your organization has purchased a multiple user License, you agree to assure that copies of this License Agreement are distributed, read and agreed to by each person using a licensed product. Nothing in this clause or Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.

13. INDEMNIFICATION: Licensee will indemnify, defend, save and hold harmless Alteryx, its affiliates and the respective officers, directors, employees, agents, successors, and assigns of Alteryx or any affiliate and/or any Reseller (if Licensed Products are purchased through a Reseller) ("Alteryx Parties") against any claims, suits and actions asserted by a third party against any of the Alteryx Parties for liabilities, damages and costs, including reasonable attorney's fees, from any and all third party claims regarding Licensee's use of the Licensed Products in violation of or outside the scope of this Agreement, including, but not limited to, third party claims alleging infringement of their intellectual property rights.

14. GOVERNING LAW: This Agreement shall be governed by the laws of the State of California, United States, excluding its conflicts of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. You agree to exclusive jurisdiction of California federal and state courts, Orange County, for resolution of any dispute related to this Agreement.

15. EXPORT CONTROLS: Licensee acknowledge that these Licensed Products are subject to the U.S. Export Administration Regulations (the "EAR") and that Licensee will comply with the EAR. Licensee shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Licensed Products and obtain any permits, licenses, and authorizations required for such compliance, and without limiting the foregoing, Licensee represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports. Additionally, Licensee agrees it shall not, nor allow any third party to, export from the U.S. or allow the re-export or re-transfer of any part of the Licensed Product to (i) any country subject to export control embargo or economic sanctions implemented by any agency of the U.S. government; (ii) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (iii) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems, without first obtaining an export license or other approval that may be required by any U.S. government agency having jurisdiction with respect to the transaction.

16. U.S. GOVERNMENT RESTRICTED RIGHTS: The Licensed Product is a "commercial item" as that term is defined at FAR 2.101. If Licensee is the US Federal Government (Government) Executive Agency (as defined in FAR 2.101), Alteryx provides the Licensed product, including any related software, technical data, and/or professional services in accordance with the following: If acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD)), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with Alteryx to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. If this Agreement fails to meet the Government's needs or is inconsistent in any way with Federal law, and the parties cannot reach a mutual agreement on terms for the EULA, the Government agrees to return the Licensed Product, unused, to Alteryx. This U.S. Government Rights clause in this Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement. Rights are reserved under copyright laws of the United States with respect to unpublished portions of the Software.

17. RESELLER SALES: If Licensee has purchased the Licensed Products through an authorized reseller of Alteryx products ("Reseller"), except with respect to Sections 1, 4, 7, 9, 11, and 13, and except for references to both Alteryx and Reseller, all references herein to obligations of, and duties owed to, Alteryx, shall hereby be deemed to reference Reseller.

18. MISCELLANEOUS: This Agreement represents our entire understanding and agreement regarding the Licensed Product, Data, Tools and Related Materials, and supersedes any prior purchase order, communication, advertising or representation between Licensee and Alteryx and/or any Reseller (if Licensed Products are purchased through a Reseller). By entering into this License Agreement, Licensee agrees that the terms and conditions and the policies available at http://gallery.alteryx.com/#!legal shall also govern any Gallery use, including any instances of private Gallery use by Licensee ("Private Gallery"). Any personnel authorized to use the Licensed Products, or non-personnel that are authorized to use the Private Gallery, shall be subject to the same restrictions on the use of the Licensed Products and obligations on the protection of Alteryx's and Reseller's (if Licensed Products are purchased through a Reseller) Confidential Information as those that bind the Licensee hereunder, and Licensee shall remain responsible and liable for the compliance of such personnel and non-personnel in the case of Private Gallery use, with the terms of this Agreement. Notwithstanding the foregoing, in the event Licensee has entered into a separate written agreement signed by both parties, and there is a conflict between the terms of such written agreement, and this License Agreement, the terms of such written agreement shall control. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions. Any of your information provided to Alteryx in connection with installation, registration and use of the Licensed Products shall be subject to the terms set forth in Alteryx's privacy policy available at http://www.alteryx.com/privacy-policy. Alteryx may identify Licensee as a customer of Alteryx and use Licensee's name and logo in connection with such identification. Licensee can retract the foregoing permission by submitting a written request via email to logo.optout@alteryx.com, requesting to be excluded from Alteryx advertising and marketing materials. Licensee may not assign any of its rights or obligations granted under this License Agreement without the prior written consent of Alteryx. None of the provisions of this License Agreement shall be deemed to have been waived by any act or acquiescence on the part of Alteryx, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of Alteryx. Alteryx may make changes to the License Agreement as it distributes new versions of the Licensed Product. When these changes are made, Alteryx will make a new version of the License Agreement available on the website where the Licensed Product is made available, and Licensee agrees to be bound by the License Agreement, as amended from time to time. Licensee acknowledges that monetary damages may not be a sufficient remedy for breaches of this Agreement and that Alteryx shall be entitled to seek, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. The provisions of Sections 7, 8, 9, 10, 11, 13, 14, 15, 17 and 18 shall survive any termination of this Agreement.

 

 

Revised 3-2017

Try Alteryx Designer for Free Download Now

Trending Topics