Qlik License Rights and Restrictions
- Use Rights
1.1. Access. Subject to the terms of this Agreement, Qlik grants to Customer a world-wide, non-exclusive, non-transferable and non-sublicensable right for its Authorized Users to use Qlik Products for Customer’s internal business operations. Qlik further grants to Customer the right to allow Authorized Third Parties to use Qlik Products designated for external use in the Documentation, provided such use is solely in connection with Customer’s business relationship with the Authorized Third Party. Any use of Qlik Products shall be (i) in accordance with the Documentation, and (ii) permitted solely for the term and in the quantities specified in an ordering document. Customer shall be directly responsible for any violations of this Agreement by any party that it allows to access Qlik Products.
1.2. Use Restrictions. Except as expressly permitted by this Agreement, Customer will not, nor permit or authorize anyone to:
1.2.1. distribute, convey, lend, lease, share, sell, transfer, sublicense, rent, or time share any of the Qlik Products, or any of its components or product keys, or permit third parties to download or install any Software;
1.2.2. copy, decompile, disassemble or reverse engineer or otherwise attempt to extract or derive the source code or any methods, algorithms or procedures from the Software, or modify, adapt, translate or create derivative works based upon the Qlik Products except as otherwise expressly permitted by applicable law;
1.2.3. transfer or reassign a named user license in such a manner that enables multiple users to share such license in excess of the authorized quantity of named user licenses;
1.2.4. use, offer, embed, or otherwise exploit the Qlik Products, whether or not for a fee, in any managed service provider (MSP) offering; platform as a service (PaaS) offering; service bureau; or other similar product or offering, including offering standalone Qlik Products as a hosted service;
1.2.5. use the Qlik Products if Customer is a competitor, or use the Qlik Products in any manner that competes with Qlik, including but not limited to, benchmarking, collecting and publishing data or analysis relating to the performance of the Qlik Products, or developing or marketing a product that is competitive with any Qlik Product or service;
1.2.6. remove any copyright, trademark or other proprietary notice from the Qlik Products; or
1.2.7. alter or circumvent any product, key or license restrictions or limitations on Qlik Products to exceed purchased quantities or to defeat any restrictions on access or use.
- Warranties and Disclaimers
2.1. QLIK PRODUCTS AND DATA IS PROVIDED “AS IS.”
- Limitation of Liability
3.1. Exclusion of Damages. IN NO EVENT WILL QLIK, ITS AFFILIATES, OR RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES FOR ANY CUASE WHATSOEVER ARISING UNDER THIS AGREEMENT OR ANY LOSS OF SAVINGS, PROFITS OR REVENUES, LOSS OR CORRUPTION OF DATA, GOODWILL, OR REPUTATION, 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 (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. QLIK PRODUCTS ARE NOT INTENDED FOR HIGH RISK ACTIVITIES AND QLIK WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE QLIK PRODUCTS.
- Intellectual Property Rights and Infringement Indemnification
4.1. Ownership. Qlik retains all right, title and interest in and to the Qlik Products and if applicable, all deliverables resulting from performance of services, including all know how, methodologies, designs and improvements to the Qlik Products.
4.2. Retention of Rights. The Qlik Products provided hereunder are licensed, not sold. Except as expressly licensed to Customer hereunder, Qlik, its affiliates, and their respective suppliers or licensors where applicable, posses, reserve and retain all right, title and interest in and to the Qlik Products and all intellectual property rights embodied therein, as well as all Qlik Marks. Customer is not obligated to provide Qlik with any suggestions or feedback about the Qlik Products, but if Customer elects to do so, Qlik may use and modify this feedback for any purpose, including developing and improving the Qlik Products, without any liability, restriction, or payment to Customer.
- General Provisions
5.1. Definitions. Unless defined elsewhere in this Agreement, the capitalized terms utilized in this Agreement are defined below.
5.1.1. “Agreement” means this Qlik User License Agreement, any applicable Product Addendum, and any Order Form(s) and Statement(s) of Work between Qlik and Customer for the provision of Qlik Products or Services.
5.1.2. “Authorized Third Party” means any third party authorized by Customer to access and use Qlik Products designated for external use in the Documentation.
5.1.3. “Authorized User” means an employee or independent contractor of the Customer, who has been authorized by Customer to use the Qlik Products in accordance with the terms and conditions of this Agreement and has been allocated a license for which the applicable fees have been paid.
5.1.4. “Documentation” means the then-current user documentation for the Qlik Products, including the license metrics available at qlik.com/product-terms.
5.1.5. “Party” or “Parties” means Qlik and Customer, individually and collectively, as the case may be.
5.1.6. “Qlik Marks” mean Qlik’s trademarks, service marks, trade names, logos, and designs, relating to Qlik Products used by Customer, whether or not specifically recognized, registered or perfected, including without limitation, those listed on Qlik’s website.
5.1.7. “Qlik Products” means Software and any related product offerings provided by Qlik, but excluding services.
5.1.8. “Software” means the generally available release of the Qlik software, in object code form, initially provided or made available to Customer as well as updates thereto that Qlik elects to make available at no additional charge to all of its customers that subscribe to Support for the Software.
5.2 Third Party Materials. Qlik Products may include certain open source or other third party software, data, or other materials (the “Third Party Materials”) that are separately licensed by their respective owners. Third Party Materials are identified in the Documentation. Qlik represents that if the Qlik Products are used in accordance with this Agreement, such use shall not violate any license terms for the Third Party Materials. QLIK MAKES NO OTHER REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING THE THIRD PARTY MATERIALS, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATING TO CUSTOMER’S USE THEREOF.
