Terms of Use

Last updated June 27, 2011

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (as defined below) GOVERNING YOUR USE OF GOODDATA’S ONLINE SERVICE, (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

Your registration for and/or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the GoodData website incorporated by reference herein, including but not limited to GoodData’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Terms of Use & Restrictions: GoodData hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by GoodData and its licensors. You may not access the Service if you are a direct competitor of GoodData, except with GoodData’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

2. Your Responsibilities: You are responsible for all activity occurring under your accounts. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify GoodData immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to GoodData immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your user using your account and (iii) not impersonate another GoodData user or provide false identity information to gain access to or use the Service.

3. Privacy & Security; Disclosure: GoodData’s privacy and security policies may be viewed at http://www.gooddata.com/privacy-policy. GoodData reserves the right to modify its privacy and security policies in its discretion from time to time. Note that because the Service is a hosted, online application, GoodData occasionally may need to notify all users of important announcements regarding the operation of the Service.

4. Account Information and Data: GoodData does not own and shall not be responsible for any data, information or material that you submit to the Service in the course of using the Service (”Customer Data”).  GoodData's implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the limited purpose of delivery of the Service, respond to service or technical problems, on Your request, or to provide Ancillary Services as defined below.  You, not GoodData, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and GoodData shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. GoodData reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You expressly acknowledge and agree that you shall not submit to the Service any (i) Personal Information (as defined below) nor (ii) any Protected Health Information subject to the Health Insurance Portability and Accountability Act (“HIPAA”) (where “Protected Health Information” has the meaning set forth in HIPAA).  As used herein, “Personal Information” means an individual’s first name and last name or first initial and last name in combination with any one or more of the following data elements that relate to such individual: (a) Social Security number; (b) driver’s license number or state-issued identification card number; or (c) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial account. 

5. Intellectual Property Ownership: GoodData alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the GoodData Technology, and Deliverables (excluding Customer Deliverables, defined below) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the GoodData Technology or the Intellectual Property Rights owned by GoodData. The GoodData name, the GoodData logo, and the product names associated with the Service are trademarks of GoodData or third parties, and no right or license is granted to use them.  

6. Trial Period; Termination: Your use of the Service will be free as long as you are using it strictly for our Partner’s free “Powered By” Program offerings, as specified in the contract between GoodData and our partner, or as long as you are using it strictly for a free GoodData app. It is under sole discretion of GoodData to specify the list of free apps and GoodData deems the right to modify the list at any time (the list of apps and current pricing may be found at http://www.gooddata.com/apps). For all other analytics, the Service is made available to you for an initial free trial period of up to thirty (30) days from your acceptance of this Agreement.   If you use the Service for other analytics outside the Partner's “Powered By GoodData” program or do not purchase a paid subscription for the Service from GoodData prior to the conclusion of the free trial period, your account will be suspended.  If you wish to continue using the Service, you must contact GoodData and purchase a paid subscription for your continued use of such Service. You may discontinue use of the Service at any time. You agree that GoodData may at any time and for any reason terminate this Agreement and/or terminate the provision of all or any portion of the Service. You agree that GoodData shall not be liable to you and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 5 (Intellectual Property Ownership); 9 (Representations and Warranties); 10 (Indemnification); 11 (Disclaimer of Warranties); 12 (Limitation of Liability); and 18 (General).

7. Ancillary Services:  “Ancillary Services” means fee based consulting or training services GoodData may perform pursuant to a statement of work (“SOW”) or Order Form issued pursuant to these Terms of Use.  A description of GoodData’s current standard Ancillary Services offerings can be found at the URL<http://www.gooddata.com/services>, which may be updated from time to time in GoodData’s sole discretion.  Each SOW or Order Form shall be deemed part of and subject to these Terms of Use, and will include, at a minimum: (i) a description of the Ancillary Services and any work product or other deliverables to be provided to You (each, a “Deliverable”); (ii) the scope of Ancillary Services; (iii) the delivery schedule; and (iv) fees and payment terms, if not elsewhere specified.  If either you or GoodData request a change in specifications, requirements, Deliverables, or scope of the Ancillary Services, the party seeking the change shall propose the applicable changes by written notice.  If agreed, GoodData will prepare a change order describing the proposed changes to the SOW and the applicable change in fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until executed by both parties. Once executed, Change Orders shall be deemed part of and subject to these Terms of Use. 

8. Customer Deliverables: As between GoodData and You, You own all rights, title and interest in and to any Deliverables provided as part of Ancillary Services that: (i) constitute Customer Data, or a modification, translation, abridgment, adaptation or derivative work of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or SOW (“Customer Deliverables”), and GoodData hereby assigns and transfers to You any rights, title or interest GoodData may acquire in any Customer Deliverables upon receipt of payment in full from You.  Subject to these Terms of Use, and during the Term for which You have a right to use the Service, GoodData hereby grants You a limited, non-exclusive, non-transferable and terminable license to use the Deliverables, and any Tools (defined below) incorporated therein, solely in connection with Your authorized use of the Service.  

9. Representations & Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement. GoodData represents and warrants that it will provide the Service and Ancillary Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.

10. Indemnification: You shall indemnify and hold GoodData, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that GoodData (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release GoodData of all liability and such settlement does not affect GoodData’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

11. Disclaimer of Warranties: GOODDATA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. GOODDATA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GOODDATA AND ITS LICENSORS.THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GOODDATA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability: IN NO EVENT SHALL GOODDATA’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). IN NO EVENT SHALL GOODDATA AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF GOODDATA AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

13. Local Laws and Export Control: The Service utilizes software and technology that may be subject to United States and foreign export controls. You acknowledge and agree that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. You agree to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. GoodData and its licensors make no representation that the Service is appropriate or available for use in other locations. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.

14. Publicity.  GoodData may reference your name and the nature of the Services provided hereunder in GoodData marketing efforts, including on the GoodData web site. 

15. Notice: GoodData may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in GoodData’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in GoodData’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to GoodData (such notice shall be deemed given when received by GoodData) at any time by any of the following: letter sent by confirmed facsimile to GoodData at the following fax number: +1-415-962-0521; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to GoodData at the following address: GoodData Corporation, 530 Bush Street, Suite 900, San Francisco, CA, 94108 in either case, addressed to the attention of: Chief Executive Officer.

16. Modification to Terms: GoodData reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

17. Assignment; Change in Control: This Agreement may not be assigned by you without the prior written approval of GoodData. The Agreement may be assigned by GoodData without notice to you and without your consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be null and void. Any actual or proposed change in control of you that results or would result in a direct competitor of GoodData directly or indirectly owning or controlling 50% or more of you shall entitle GoodData to terminate this Agreement for cause immediately upon written notice.

18. General: This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, CA. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and GoodData as a result of this agreement or use of the Service. The failure of GoodData to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GoodData in writing. This Agreement, together with any applicable Order Form or SOW, comprises the entire agreement between you and GoodData and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

19. Definitions: As used in this Agreement now or hereafter associated herewith:

• “Agreement” means these online terms of use and any materials available on the GoodData website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by GoodData from time to time in its sole discretion;

• “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

• “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service;

• “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; 

• “GoodData” means GoodData Corporation, a Delaware corporation, having its principal place of business at 530 Bush Street, Suite 900, San Francisco, CA, 94108;

• “GoodData Technology” means all of GoodData’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) Content, Services, and Tools (defined below) made available to you by GoodData in providing the Service or delivering Ancillary Services, but excluding Customer Deliverables.

• “Tools” means the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise (“Tools”) used by GoodData to develop Deliverables.  Neither the term “Deliverables” nor “Customer Deliverable” shall include Tools.

• “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by GoodData at your request).
   

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@gooddata.com.