License Desktop

QLIK SENSE® DESKTOP LICENSE AGREEMENT
IMPORTANT: DO NOT DOWNLOAD OR USE THIS
SOFTWARE UNTIL YOU (“USER”) HAVE READ AND
AGREED TO THE TERMS OF THIS AGREEMENT. BY
CLICKING
ON
THE
“I
ACCEPT”
BUTTON,
DOWNLOADING, INSTALLING OR USING THE
SOFTWARE, THE USER ACKNOWLEDGES AND AGREES
THAT ALL USE IS SUBJECT TO THE TERMS AND
CONDITIONS OF THIS QLIK SENSE DESKTOP LICENSE
AGREEMENT (“DELA”) AS MAY BE UPDATED FROM
TIME TO TIME AND PUBLISHED AT WWW.QLIK.COM.
ANY SUCH USE WILL CONSTITUTE ACCEPTANCE AND
RESULT IN A BINDING AND LEGALLY ENFORCEABLE
AGREEMENT. IF THE USER IS ACCEPTING THESE TERMS
ON BEHALF OF ANY CORPORATION, PARTNERSHIP OR
OTHER ENTITY, THE USER REPRESENTS AND
WARRANTS THAT THE USER IS AUTHORIZED TO
LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT.
DIRECT COMPETITORS OF QLIK AND THEIR EMPLOYEES
AND AGENTS MAY NOT ACCESS THE SOFTWARE
WITHOUT PRIOR WRITTEN CONSENT OF QLIK. THE
SOFTWARE MAY NOT BE USED FOR PURPOSES OF
BENCHMARKING, COLLECTING AND PUBLISHING
SOFTWARE PERFORMANCE DATA OR ANALYSIS, OR
ANY OTHER COMPETITIVE PURPOSES.
NOTICE: THE SOFTWARE CONTAINS FUNCTIONALITY
INTENDED TO LIMIT THE DURATION OF ITS USE AND
INTENDED TO COLLECT CERTAIN USAGE METRICS. THE
INSTALLATION OF THIS SOFTWARE WILL INSTALL FILES
NECESSARY TO OPERATE THE SOFTWARE ONTO THE
USER’S COMPUTER AND OTHER SYSTEM FILES MAY BE
INSTALLED OR UPDATED. AS WITH ALL INSTALLATIONS,
BACK UP OF THE USER’S HARD DRIVE IS
RECOMMENDED BEFORE INSTALLING THE SOFTWARE.
1.
INTRODUCTION
THIS DELA IS BETWEEN THE USER AND QLIKTECH
INTERNATIONAL AB (“QLIK”) AND GOVERNS THE USE
OF THE QLIK SENSE® DESKTOP SOFTWARE AND THENCURRENT USER DOCUMENTATION PUBLISHED BY QLIK
AND MADE AVAILABLE WITH THE SOFTWARE
(COLLECTIVELY REFERRED TO AS “SOFTWARE”).
2.
GRANT OF LICENSE
2.1.
License Grant. Subject to the terms and
conditions of this DELA, Qlik grants to the User a
limited, non-exclusive, non-sublicensable and nontransferable license to install and use, solely for the
User’s personal or internal business use, the most
current version of the Software.
DELA 031017
2.2.
License Restrictions. Except as otherwise
expressly permitted in this DELA, User will not, directly
or through other users: (i) copy, distribute, sell,
transfer, market, sublicense, dispose of or rent the
Software; (ii) reverse assemble, reverse compile,
decompile, disassemble or reverse engineer (except to
the extent any such restriction is expressly prohibited
by applicable law) or attempt to derive the source
code for any of the Software; (iii) modify, adapt,
create derivative works, translate, or port any of the
Software or combine or merge any part of the
Software with or into any other software or
documentation; (iv) commercially exploit any of the
Software, including without limitation using, offering,
or sublicensing the Software as a revenue-generating
(or value enhancing) product or service to any third
party, for third party training, or to provide hosting,
service bureau, commercial time-sharing, rental, or
software as a service (SaaS) services to third parties; (v)
permit the use of the Software or Documentation by
third parties or use the Software on any online
collaboration platform which is not sponsored by Qlik;
(vi) reproduce the Software without Qlik’s copyright
and trademark notices, (vii) use the Software for
purposes of benchmarking, collecting and publishing
performance data, or developing a product which is
competitive with any Qlik product or services. Without
limiting any of the foregoing, if a serial number,
password, license key or other security device is
provided to the User for use with the Software, the
User may not share or transfer such security device
with or to any other user of the Software or any other
third party. Any other use of the Software by any third
party, except as provided in this DELA, is strictly
forbidden and is a breach of this DELA.
2.3.
Data Security. If the Software is accessible
through the internet or other networked environment,
User shall maintain adequate technical and procedural
access controls and system security requirements and
devices, in connection with the Software, necessary for
confidentiality, authorization, authentication and virus
detection and eradication.
2.4.
Retention of Rights. Qlik and its Affiliates, or
their respective suppliers or licensors where
applicable, own and retain all right, title and interest in
and to the Software, and all of Qlik’s and its Affiliates’,
or their respective suppliers’ or licensors’, patents,
trademarks (registered or unregistered), trade names,
copyrights, trade secrets and Qlik Confidential
Information. User does not acquire any right, title or
interest in or to the Software, except as expressly set
forth herein, and all such rights are hereby reserved.
User will not register, nor attempt to register, any
patent or copyright which, in whole or in part,
incorporates any of Qlik’s technology or its intellectual
property rights. In the event that User makes
suggestions, improvements or modifications to Qlik
regarding new features, functionality or performance
that Qlik adopts for the Software or any of its other
products or services, such new features, functionality
or performance shall be deemed to be automatically
assigned under this DELA to, and shall become the sole
and exclusive property of, Qlik.
or remove the restrictions is not permitted and will
result in the immediate termination of this Agreement.
3.
MAINTENANCE
Qlik shall not be obligated to provide maintenance and
support services for the Software, but may elect to
provide Software updates to the User at its sole
discretion.
The User may find the user-to-user
support
forums
or
the
information
at
https://community.qlik.com helpful in addressing any
issues. Notwithstanding, if the Software is activated
and used in connection with a paid Qlik Sense Token,
Qlik will provide maintenance and support services for
the most current version of the Software in accordance
with
its
Maintenance
Policy
available
at
www.qlik.com/license-terms.
2.5.
Copyright Statement.
The Software and
Documentation contain material that is protected by
copyright laws and international treaty provisions. The
User shall maintain at all times all copyright notices
provided on the Software, Documentation and
associated packaging and any copies thereof. The User
shall ensure that any permitted copy of the Software is
produced only for the User’s own benefit, that it is
clearly marked on the copy that such copy is subject to
copyright and confidentiality, and that a written list is
maintained of the number of copies and place of
storage. Copies of the Software constitute Qlik’s
property. All the terms and conditions of this DELA
shall also apply to such copies.
4.
DISCLAIMERS
To the maximum extent permitted by law, Qlik does
not represent, warrant or make any commitment that:
(i) the Software will meet User’s requirements; (ii) the
Software will operate in combination with other
hardware or software; or (iii) operation of the
Software, will be uninterrupted or error free. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE
SOFTWARE IS PROVIDED "AS IS," AND QLIK AND ITS
AFFILIATES AND SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES, CONDITIONS AND OTHER TERMS,
WHETHER EXPRESS OR IMPLIED (BY STATUTE,
COMMON LAW OR OTHERWISE) INCLUDING,
WITHOUT LIMITATION, AS TO THEIR ACCURACY,
TIMELINESS, COMPLETENESS, RESULTS, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS
FOR A PARTICULAR PURPOSE, EVEN IF QLIK HAS BEEN
INFORMED OF SUCH PURPOSE. USER ASSUMES ALL
RISK ASSOCIATED WITH QUALITY, PERFORMANCE,
INSTALLATION AND USE OF THE SOFTWARE AND
ACKNOWLEDGES AND AGREES THAT QLIK SHALL HAVE
NO OBLIGATION OR LIABILITY TO IN CONNECTION
WITH ANY DATA LOSS OR USE OF THE SOFTWARE.
2.6
Third Party Materials. The Software may
include links that will take the User to websites not
operated by Qlik. These links are available as a
convenience and for informational purposes, and do
not constitute or imply an endorsement or
recommendation. User agrees that Qlik is not
responsible for the availability or contents of any
website not operated by Qlik. Third party software
components, each of which has its own copyright and
its own applicable license conditions (“open source”)
may be distributed, embedded, or bundled with the
Software. Such open source software is separately
licensed by its copyright holder. Use of the open
source software must be in accordance with its license
terms available at www.qlik.com/license-terms. Qlik
makes no representation, warranty or other
commitment of any kind regarding such open source
software. Qlik offers no support for such open source
software and shall, to the maximum extent permitted
by law, have no liability associated with its use.
5.
LIMITATION OF LIABILITY
5.1.
Limitation of Liability. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, QLIK’S MAXIMUM
AGGREGATE LIABILITY UNDER THIS DELA (REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, OR OTHERWISE) SHALL BE LIMITED TO DIRECT
DAMAGES NOT TO EXCEED ONE HUNDRED DOLLARS
(USD).
2.7
The Software may contain functionality
intended to enforce the license restrictions for the
Software. This functionality can limit the use of the
Software, including without limitation, the manner and
duration of use. Any attempt by Licensee to interfere
5.2.
No Consequential Damages.
TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL QLIK OR ITS RESPECTIVE LICENSORS OR
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AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS OR
REVENUES, LOSS OF SAVINGS, GOODWILL, OR DATA,
INACCURACY OF ANY DATA, THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
SOFTWARE, OR FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, HOWSOEVER ARISING AND REGARDLESS
OF THE THEORY OF LIABILITY, EVEN IF THE USER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
OR LOSS.
copies, including backup copies, have been uninstalled,
destroyed or returned to Qlik. All provisions relating to
confidentiality, Qlik’s ownership and proprietary rights,
limitations of liability, disclaimers of warranties,
waiver, audit and governing law and jurisdiction shall
survive the termination of this DELA. Termination shall
not affect or prejudice either party’s rights accrued as
at the date of termination.
5.3.
THE FOREGOING LIMITATIONS, EXCLUSIONS
AND DISCLAIMERS SET FORTH IN THIS DELA SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT
ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
SET FORTH ABOVE. ACCORDINGLY, SOME OF THE
LIMITATIONS MAY NOT APPLY TO USER. TO THE
EXTENT THAT QLIK MAY NOT, AS A MATTER OF
MANDATORY APPLICABLE LAW, DISCLAIM ANY
IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE
SCOPE OR DURATION OF SUCH WARRANTY AND THE
EXTENT OF QLIK’S LIABILITY SHALL BE THE MINIMAL
PERMITTED UNDER SUCH APPLICABLE LAW.
7.1
User agrees to hold in confidence Confidential
Information until User receives written notice from
Qlik that the Confidential Information ceases to be
confidential. User further agrees that User shall not
use Confidential Information except to the extent
necessary to exercise the license granted to User by
Qlik hereunder. User will protect Confidential
Information from unauthorized distribution and use
with the same degree of care that User uses to protect
its own like information, but in no event less than a
reasonable degree of care. User acknowledges and
agrees that, due to the unique nature of the
Confidential Information, there can be no adequate
remedy at law for breach of this Section 7and that such
breach would cause irreparable harm to Qlik; therefore
Qlik will be entitled to seek immediate injunctive relief,
in addition to any remedies otherwise available at law
or under this DELA.
7.
5.4.
Third Party Beneficiaries. Nothing in this
DELA will create any rights in favor of any third party
including any rights pursuant to the UK’s Contracts
(Rights of Third Parties) Act 1999 or other applicable
law. This shall not affect any right or remedy of a third
party that exists or is available apart from that Act or
such other applicable law.
6.
CONFIDENTIALITY
7.2
“Confidential Information“ means any
confidential or proprietary information which relates
to Qlik’s trade secrets, Software, source code for the
Software, the Documentation, services, deliverables,
training materials, technology, research, development,
pricing, product plans, marketing plans, business
information, proprietary materials including visual
expressions, screen formats, report formats, design
features, ideas, methods, algorithms, formulae, and
concepts used in the design and all future
modifications and enhancements.
Confidential
Information shall also include third party data or
information that was disclosed to User under a duty of
confidentiality. Confidential Information also includes
any information, in whatever form, disclosed or made
available by Qlik to User that relates to or is contained
within Qlik Confidential Information and that is not
publicly known. Confidential Information does not
include information that: (i) enters the public domain
through no fault of User; (ii) is communicated to User
by a third party under no obligation of confidentiality;
(iii) has been independently developed by User
without reference to any Confidential Information; (iv)
was in User’s lawful possession prior to disclosure and
had not been obtained either directly or indirectly
from Qlik; and (v) is required to be disclosed by law,
TERM AND TERMINATION
6.1.
Term.
This DELA shall automatically
terminate, without need for notice, on the first of the
following to occur: (i) Qlik makes available a new
version of the Software, which User fails to install; (ii)
upon notice at any time by Qlik, or (iii) User’s breach of
the terms of this DELA. The User may terminate this
DELA for convenience at any time by uninstalling,
destroying or returning to Qlik all copies of the
Software and Documentation in the User’s possession
or within its control. Qlik reserves the right at any time
and in its sole discretion, to characteristics, features,
specifications, capabilities, availability, release dates,
licensing term, pricing, and any other aspects of the
Software.
6.2.
Termination.
Upon termination, the
license(s) to use the Software hereunder shall
terminate and User agrees to promptly uninstall,
destroy or return to Qlik all copies of the Software and
Documentation and to certify in writing that all known
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provided User has promptly notified Qlik in writing of
such requirement and allowed Qlik a reasonable time
to oppose such requirement.
8.
QLIK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, REGARDING THE
DATA, INCLUDING WITHOUT LIMITATION ANY AND ALL
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH
QUIET ENJOYMENT, AND NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS. FURTHER, QLIK DISCLAIMS ANY
WARRANTY THAT LICENSEE'S USE OF THE DATA WILL
BE UNINTERRUPTED OR ERROR FREE. QLIK DOES NOT
WARRANT OR GUARANTEE THAT IT WILL CORRECT
ANY ERRORS OR INACCURACIES IN THE DATA AND QLIK
WILL NOT PROVIDE ANY SUPPORT OR MAINTENANCE
SPECIFICALLY FOR THE DATA SERVICES. LICENSEE
HEREBY ACKNOWLEDGES THAT QLIK RETRIEVES,
AGGREGATES, NORMALIZES AND DELIVERS THE DATA
FROM A WIDE VARIETY OF THIRD PARTY SOURCES AND
DOES NOT GENERATE OR CREATE THE DATA ITSELF.
THIS DISCLAIMER SHALL APPLY NOTWITHSTANDING
ANY WARRANTIES MADE WITH REGARD TO THE
SOFTWARE OR ANY OTHER STATEMENTS TO THE
CONTRARY CONTAINED IN THIS DELA.
DATA SERVICES
8.1.
The Software may include functionality that
allows the User to access certain data from Qlik’s
DataMarket Service without charge (“Data”). Use of
any Data with the Sense Desktop Software is subject to
the additional terms and conditions set forth in this
Section 8. The terms in this Section 8 shall take
precedence and supersede any conflicting terms in the
Agreement.
8.2
Use.
Subject to Licensee’s continued
compliance with the terms of this DELA, Qlik grants
Licensee a non-exclusive, non-transferable, limited
license to access, download and store Data for the sole
purpose of displaying such Data within a dashboard or
visualization generated by the Software during the
term of this DELA. The Data provided hereunder is
licensed, not sold. To the extent not expressly licensed
to Licensee hereunder, Qlik and its vendors and
supplies reserve and retain all right, title and interest in
and to the Data and all intellectual property rights
embodied therein.
9.
GENERAL PROVISIONS
9.1.
Records.
Without limiting any of the
foregoing, Licensee shall maintain an up-to-date
written record of the number of copies and location of
the Software in its possession or control, and upon
request, shall provide such record to Qlik. Licensee
shall ensure that the necessary precautions are taken
to safeguard the Software to prevent its reproduction,
distribution or misuse.
8.3
Restrictions. Licensee shall not permit or
authorize anyone to (a) use the Data for any purpose
except as set forth above, (b) distribute, convey, lend,
lease, share, sell, charge for the right to use, transfer,
market, sublicense, rent or otherwise make available
any of the Data to any third party, including, but not
limited to, on a stand-alone basis, as an integrated
component of any product other than the Software or
in a manner that would permit a third party to
sublicense or distribute the Data on an OEM or similar
basis, (c) remove any copyright, trademark or other
proprietary notice from the Data, (d) decompile
(including, without limitation, to re-identify any
personally identifiable information contained therein),
modify or alter any part of the Data, (e) display, publish
or perform any of the Data or (f) use the Data in any
manner that violates applicable law. Licensee
acknowledges that, as a condition of publishing,
displaying, or otherwise disclosing certain Data,
Licensee agrees to include notices, to the extent
required, attributing the source of any Data to the
publisher of such Data, in accordance with DataMarket
Third Party Terms available at www.qlik.com/licenseterms.
9.2.
Assignment. User may not assign or transfer
this DELA or its rights and obligations under this DELA
to any third party without the prior written consent of
Qlik. Qlik is free to assign or transfer any or all of its
rights or obligations under this DELA at its discretion.
9.3.
Entire Agreement/Severability. This DELA
constitutes the entire DELA between the parties with
respect to the use of the Software, and supersedes all
previous agreements, representations, warranties,
statements,
negotiations,
understandings
and
undertakings, whether verbal or written, pertaining to
such subject matter.
If any provision of this
Agreement is found by a court of competent
jurisdiction to be invalid or unenforceable, that
provision will be limited to the minimum extent
necessary so that this Agreement will otherwise
remain in force and effect.
The User hereby
represents and acknowledges that in entering into this
DELA, it did not rely on any representations or
warranties other than those expressly set forth in this
DELA.
8.4
Disclaimer. THE DATA IS PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
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9.4.
Compliance with Laws. User agrees at all
times to comply with applicable laws and regulations in
its performance of this DELA, including, without
limitation, the provisions of the U.S. export control
laws, the U.S. Trading With the Enemy Act, the U.S.
International Emergency Economic Powers Act, the
U.S. Arms Export Control Act and U.S. Department of
the Treasury Office of Foreign Assets Control, the
United States’ Foreign Corrupt Practices Act (“FCPA”)
and the United Kingdom’s Bribery Act 2010 (“Bribery
Act”). User will indemnify, defend and hold harmless
Qlik and its respective officers, agents and employees
from and against any and all losses, costs, claims and
other liabilities arising out of, relating to or resulting
from User’s failure to comply with the provisions of
applicable laws or the FCPA or the Bribery Act.
necessary, severed to the extent necessary to
eliminate its invalidity or unenforceability, and the
other provisions of this DELA shall remain in full force
and effect. All terms of this DELA shall be binding
upon, inure to the benefit of, and be enforceable by
and against the respective successors and permitted
assigns of Qlik and User. No term of this DELA shall be
deemed waived and no breach or default excused
unless such waiver or excuse shall be in writing and
signed by the Party issuing the same. No action,
regardless of form, arising out of this DELA may be
brought by User more than one (1) year after the cause
of action arose.
9.9.
U.S. Government Rights. If the User is a unit
or agency of the United States Government, User
agrees that the Software is “Commercial computer
software” or “commercial computer software” or
“commercial computer software documentation” and
that, absent a written agreement to the contrary, the
United States Government’s rights with respect to such
Software or Documentation are limited by the terms
specified in this DELA, pursuant to FAR 12.212(a)
and/or DFARS 227.7202-1(a), as applicable. The
Software has been developed exclusively at private
expense, and has been available for license by
members of the public.
9.5.
Governing Law and Jurisdiction. This DELA
is governed by and construed in accordance with the
laws of Sweden (excluding the U.N. Convention on
Contracts for the International Sale of Goods) and any
dispute, controversy or claim arising out of or in
connection with this DELA, or the breach, termination
or invalidity thereof, shall be settled by arbitration at
the Arbitration Institute of the Stockholm Chamber of
Commerce (the “SCC Institute”). Where the amount in
dispute clearly does not exceed EUR 100,000, the SCC
Institute’s Rules for Expedited Arbitration shall apply
and the arbitral tribunal shall be composed of a sole
arbitrator. Where the amount in dispute clearly
exceeds the amount set forth above, the Rules of the
SCC Institute shall apply and the arbitral tribunal shall
be composed of three arbitrators. The place of
arbitration shall be Lund, Sweden. The language to be
used in the arbitral proceedings shall, unless otherwise
agreed, be English.
10.
USER
INFORMATION
REGISTRATION
AND
Prior to using the Software, the User is required to
register with Qlik and provide certain user information.
By registering, the User consents to allow Qlik to
contact the User regarding its products and services for
the term of this DELA. If User withdraws consent to
receive communications from Qlik at any time, this
DELA shall automatically terminate. In order to
improve the Software and the User’s experience with
the Software, Qlik may collect and use certain
statistical and usage information relating to the
Software. This information may include size and
number of databases and document objects, session
information (e.g., number, duration, error messages,
types/number of users and applications used) and
browser information. The collection and use of this
information will be governed by Qlik’s Privacy Policy,
which is available at www.qlik.com/info/privacy. Any
attempt by the User to disable or interfere with any
functionality in the Software is not permitted and shall
be a breach of the DELA.
9.6.
Notices. All notices or other communications
to Qlik shall be addressed to: Qlik International AB,
Scheelevägen 24-26; SE-223 63 Lund, Sweden;
ATTENTION: Legal Department with a copy to General
Counsel, Qlik, 150 N. Radnor Chester Rd., Suite E-120,
Radnor, PA 19087.
9.7.
Limitation to Bring Action.
No action,
regardless of form, arising out of this Agreement may
be brought by User more than one (1) year after the
cause of action arose.
9.8
Miscellaneous. Nothing in this DELA shall be
construed to create an agency, joint venture,
partnership, fiduciary relationship, joint venture or
similar relationship between the Parties. If any
provision of this DELA is invalid or unenforceable, that
provision shall be construed, limited, modified or, if
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