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Upon gaining access to this site/community you will be given the ability to download, access, use and/or work with early release versions of QlikTech’s software and documentation. Access to this software and documentation will be conditioned upon your acceptance of a license agreement governing the terms and conditions for accessing, downloading, installing or otherwise using the software and documentation. To ensure that you can read, understand and agree to the terms of this license agreement prior to accessing the software and documentation, we are making it available to you as part of this document, prior to and as a condition to your be given access to the site/community. Your acceptance of the following license agreement will be required for access to this site/community and any download, installation, access to or use of the software and documentation contained on this site or as part of this community.
NOTICE – This is an Early Release Version of the Software that: Is still under development and testing and is not intended for commercial use. Contains functionality intended to limit the duration of its use. Contains functionality intended to collect certain user metrics about the way it is being used. PLEASE READ THIS LICENSE AGREEMENT AND MAKE SURE THAT YOU AGREE TO ITS TERMS BEFORE PROCEEDING
STOP – DO NOT CLICK ON AN ACCEPT, INSTALL OR DOWNLOAD BUTTON, OR OTHERWISE PROCEED WITH DOWNLOADING OR INSTALLING THIS SOFTWARE UNTIL YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT:
ANY RIGHT TO DOWNLOAD, INSTALL, COPY, ACCESS OR OTHERWISE USE THIS SOFTWARE IS CONDITIONED UPON THE PRIOR AGREEMENT TO THE TERMS OF THIS INTERNET BASED, ELECTRONICALLY ACCEPTED LICENSE AGREEMENT (THE “AGREEMENT”). CLICKING ON AN ACCEPT, INSTALL OR DOWNLOAD BUTTON, OR OTHERWISE DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THE SOFTWARE, WILL CONSTITUE A BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO THE TERMS OF THIS AGREEMENT. PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AND IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK ON AN ACCEPT, INSTALL OR DOWNLOAD BUTTON, OR OTHERWISE DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE.
IF YOU ACCEPT THESE TERMS ON BEHALF OF A LICENSEE, YOUR ACCEPTANCE WILL CONSTITUTE A REPRESENTATION AND WARRANT THAT YOU ARE, IN FACT, BINDING THE LICENSEE, AND THAT YOU HAVE THE FULL AUTHORITY TO BIND THE LICENSEE TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY DO NOT CLICK ON AN ACCEPT, INSTALL OR DOWNLOAD BUTTON, OR OTHERWISED DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE PROGRAM. IF THE SOFTWARE WAS ALREADY DOWNLOADED OR INSTALLED, AND YOU EITHER DO NOT AGREE TO, OR DO NOT HAVE THE AUTHORITY TO AGREE TO THESE TERMS, THEN PROMPTLY DESTROY ALL INSTALLATIONS/COPIES OF THE SOFTWARE. IF YOU DO NOT DO SO, YOU AND THE PURPORTED LICENSEE WILL BE RESPONSIBLE FOR ALL UNAUTHORIZED ACCESS TO, USE AND/OR REPRODUCTION OF THE SOFTWARE.
1. INTRODUCTION AND SCOPE 1.1. This license agreement (the “Agreement”,) between the Licensee downloading the software (“Licensee”) and QlikTech, governs any right to download, install, copy, access, or use the version of the Software that is associated with this license. Access to and use of any other software shall be governed by the applicable license agreement presented during download or installation of that software. QlikTech and Licensee are from time to time referred to herein as a “Party” and collectively as the “Parties”. The capitalized terms which are utilized in this Agreement are defined in the Section of this Agreement entitled “General Provisions”. 1.2. An Early Release Version means a version of Software and/or Documentation (often identified as an alpha or beta release) that is still under development and therefore, potentially incomplete and containing defects which may make it unreliable.
2. GRANT OF LICENSE 2.1. License Grant. Provided that Licensee has lawfully obtained the Software and subject to Licensee’s full compliance with the terms and conditions of this Agreement (including, without limitation, all Authorized Use Restrictions), QlikTech hereby grants to Licensee a scope and time limited, non-exclusive, personal, non-sublicensable, non-transferable license to: (i) Use the Software, locally and not over a Network, solely on computers controlled by Licensee and on Licensee’s premises, and solely for purposes of testing by, and obtaining feedback from Licensee and (ii) to reproduce and use the associated Documentation in conformity with, and reasonably necessary for the licensed Use of the Software. 2.2. License Restrictions. Except as otherwise expressly permitted in this Agreement including the applicable Documentation for the Software licensed hereunder, Licensee will not, directly or indirectly through others, including, without limitation, its employees, affiliates, customers, contractors or other third parties:
4. Disclaimer of all Warranties 4.1. THE SOFTWARE AND/OR DOCUMENTATION MAY CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS AGREEMENT IS TO OBTAIN FEEDBACK AND IDENTIFY DEFECTS AND MISSING FEATURES. LICENSEE IS ADVISED TO SAFEGUARD ITS IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE/DOCUMENTATION. LICENSEE ACKNOWLEDGES AND AGREES THAT QLIKTECH SHALL HAVE NO OBLIGATION OR LIABILITY TO LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH ANY DATA LOSS. 4.2. EXCEPT TO THE EXTENT THAT ANY WARRANTIES APPLY TO THIS AGREEMENT THAT CANNOT BE DISCLAIMED OR EXCLUDED BY APPLICABLE LAW, THE QLIKTECH MATERIALS ANS SERVICES ARE PROVIDED "AS IS", AND QLIKTECH AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY STATUTE, COMMON LAW OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, PERFORMANCE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF QLIKTECH HAS BEEN INFORMED OF SUCH PURPOSE, AS WELL AS ANY REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES OR OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE QLIKTECH MATERIALS OR SERVICES, INCLUDING, WITHOUT LIMITATION, THEIR FEATURES, CAPABILITIES, OR FUNCTIONALITY OR ANY THIRD PARTY MATERIALS IN ANY PUBLICATION OR COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION OR CONDITION. To the maximum extent permitted by law, and by way of example and not limitation, QlikTech expressly disclaims any representation, warranty or commitment that:
5. Limitation of Liabilities 5.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW; QLIKTECH’S, ITS AFFILIATES’, AND THEIR LICENSORS’, CONTRACTORS’ AND SUPPLIERS’ MAXIMUM, CUMULATIVE LIABILITY FOR ANY DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ONE THOUSAND UNITED STATES DOLLARS (U.S. $1000.) 5.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW; IN NO EVENT SHALL QLIKTECH, ITS AFFILIATES, AND THEIR LICENSORS, CONTRACTORS AND SUPPLIERS, BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, GOODWILL, REPUTATION 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 OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 5.3. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 5.4. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SET FORTH ABOVE. ACCORDINGLY, SOME OF THE LIMITATIONS MAY NOT APPLY TO LICENSEE. HOWEVER, TO THE EXTENT THAT QLIKTECH 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 QLIKTECH’S LIABILITY SHALL BE THE MINIMAL PERMITTED UNDER SUCH APPLICABLE LAW. 5.5. No Third Party Beneficiaries. The obligations of QlikTech under this Agreement run only to Licensee and not to any other entities or individuals. Under no circumstances shall any other person or entity be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement even if they are or have been provided access to the QlikTech Materials pursuant to this Agreement. No right or cause of action for any third party is created by this Agreement or any transaction under it, nor is QlikTech responsible for any third party claims against Licensee.
6. General Assistance In the event QlikTech or its representatives do provide any support or assistance to Licensee with respect to this Software they do so solely on a voluntary basis and without any obligation of any kind. Any such support or assistance provided is provided on an AS-IS basis, without any express or implied warranty, and with any resulting liability limited to the maximum extent not prohibited by applicable law. If QlikTech does distribute any update, fix or patch for the Software, any additional or different terms in the Documentation for that update, fix or patch shall be deemed controlling.
7. Termination 7.1. This Agreement shall automatically expire, without any written notice, on (i) the first day QlikTech makes available the commercial release of the Software, if it does so, as announced on QlikTech’s website www.qlikview.com or upon QlikTech’s notification to Licensee to uninstall the Software, (ii) if Licensee breaches any of the terms of this Agreement, or (iii) upon the expiration of any term of use contained within the Authorized Use Restrictions. 7.2. This Agreement is effective until expiration or terminated. QlikTech and/or Licensee may terminate this Agreement at any time for their convenience upon written notice to the other. 7.3. Upon expiration or termination the Licensee agrees to promptly uninstall, destroy or return to QlikTech all copies of the Software and Documentation, and if requested, to certify in writing that all known copies, including backup copies, have been uninstalled, destroyed or returned to QlikTech. All provisions relating to confidentiality, QlikTech’s ownership and proprietary rights, limitations of liability, disclaimers of warranties, waiver, obligation to provide Feedback, governing law and arbitration shall survive the expiration or termination of this Agreement.
8. General 8.1. Definitions: 8.1.1. "Authorized Use Restrictions" mean the specified license level at which a Licensee is authorized to Use the Software. By way of example and not limitation, that level may be measured by number, identity and/or type of Users; the number, identity, location and/or type of the Computers upon which the Software may be Used; whether the Software can be used on an intranet and/or extranet network; the number or type of documents which can be accessed with the Software; the duration or amount of time the Software can be Used; the type of access to or Use of the Software that is authorized; or other level of installation, access and/or use specified by QlikTech. Authorized Use information may be contained within the applicable Documentation for the Software. 8.1.2. “Documentation“ means the then-current documentation published and made generally available by QlikTech for the Software, Maintenance in the form of manuals and function descriptions in printed or electronic form, as the same may be modified by QlikTech from time to time. THE TERMS CONTAINED IN THE DOCUMENTATION ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE AND LICENSEE AGREES TO BE BOUND BY THE TERMS THEREOF. THE COMPLETE DOCUMENTATION IS AVAILABLE UPON THE REQUEST OF LICENSEE AT ANY TIME OR UPON SOFTWARE DOWNLOAD. 8.1.3. “Intellectual Property Rights” means all rights, title and interest in and to all intellectual property, including without limitation, any and all patents, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain names rights, mask work rights, sui generis rights, moral rights, neighboring and other related rights, rights in know-how, confidential information and other trade secret rights, and all other rights associated with the authorship and/or the creation of artistic, intellectual or industrial property; and all forms of protection of a similar nature anywhere in the world and of every kind and nature however designated; whether arising by operation of law, treaty, contract, or license; whether tangible or intangible; whether or not registered, deposited or published; and including without limitation, (i) all registrations, issuances, reissuances, amendments, extensions, continuations, divisions, licenses, and/or other counterparts thereof, whether in whole or in part, as well as all applications and the right to submit applications for any of the foregoing, and (ii) all legal rights arising from the use of the foregoing, such as (by way of example and not limitation) the right to license or otherwise authorize the transfer to and/or use of the foregoing by any other party and/or to assert a claim, cause of action, or other right arising out of or relating to any actual or threatened infringement by any person relating to the foregoing and recover damages, costs 8.1.4. “QlikTech” means QlikTech International A.B. 8.1.5. "QlikTech Materials" means the Software and all whole or partial copies and components thereof, including by way of example and not limitation all (i) human and/or machine readable instructions and code; (ii) files, libraries, modules, menus, algorithms, tools, processes, procedures, calls, routines, metadata, macros, templates, scripts, commands, syntax and other technology and/or components of the Software; (iii) the user interface of the Software and all audio-visual content (such as displays, images, shading, colors, organization, associations, structure, positioning, text, look and feel, recordings, or pictures) associated therewith; (iv) QlikTech’s Confidential Information and other QlikTech materials (such as license keys, license enabler files, packaging, training deliverables, maintenance deliverables, consulting service deliverables and Documentation) which may be made accessible to Licensee in association with this Agreement; and (v) QlikTech’s Intellectual Property Rights. QlikTech Materials expressly excludes Third Party Materials. 8.1.6. “Software” means the release of the QlikView® software provided or made available to Licensee in association with this Agreement, solely in object code format and, subject to Licensee’s full and timely satisfaction of all associated obligations, conditions and restrictions contained in this Agreement and the associated Documentation, including without limitation full compliance with all Authorized Use Restrictions.) 8.1.7. “Use“ or “Using” means to, directly or indirectly, (i) download, store in memory, and/or install any component of the Software; (ii) access, run or execute any component of the Software through any means, whether by direct, multiplexed or networked; (iii) request, create, share, edit or update any data, data search, or data display instructions for, or in connection with, the Software, (iv) administer any field changes or other database structure changes for, or in connection with, the Software; and/or (v) to view any reports, data displays, or other presentations of data, information or subsets thereof in connection with the Software. Any Use of the Software pursuant to this Agreement, whether directly or indirectly, shall be expressly authorized by the Licensee, shall be solely for the benefit of the Licensee, and shall be only in object code form and otherwise solely in accordance with the terms and conditions of this Agreement, including without limitation any applicable Authorized Use Restrictions. The Licensee shall be responsible for all Use of the Software by any User whether or not authorized by Licensee. 8.1.8. “User“ means any individual or entity Using the Software, provided that the only Users that may be authorized by the Licensee to Use the Software pursuant to this Agreement are the employees of the Licensee, and provided that, Licensee shall not authorize any Use or any User which is not allowed by the terms of this Agreement, including without limitation, any Authorized Use Restrictions. 8.2. Assignment. Licensee shall have no right to transfer or assign, in whole or in part, this Agreement, the license(s) granted herein, or any of its other rights and obligations under this Agreement. For purposes of this Section, any change of control of Licensee, whether by merger, sale of equity interests, or otherwise, will constitute an assignment. Any attempt by Licensee to assign this Agreement, the license(s) granted herein, or any of its other rights and obligations hereunder in violation of this Section will be null and void, and will constitute a material breach of this Agreement. QlikTech is free to assign or transfer any or all of its rights or obligations under this Agreement at its discretion. All terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and permitted assigns of QlikTech and Licensee. 8.3. Third Party Materials. The Software may include certain third party software, data, or other materials which are separately licensed by their respective owners (“Third Party Materials”.) Any licenses or restrictions contained in this Agreement do not alter any rights or obligations Licensee may have under the terms associated with the Third Party Materials. Such terms and information relating to the Third Party Materials may be found in such Third Party Materials, within the Documentation or on the web page accessible through the link identified as “License Terms” on the QlikView homepage located at www.qlikview.com. Information on how to obtain source code for certain third party code, if applicable, may also be found at these locations. The information supplied at these locations is for Licensee’s information only, and Licensee will be solely responsible for obtaining and complying with any licenses, obligations, attribution, restrictions and disclaimers that may be necessary to use the Third Party Materials. ANY RESTRICTIONS ON THE REPRODUCTION AND/OR USE OF THE THIRD PARTY MATERIALS ARE INCORPORTATED IN THIS LICENSE AGREEMENT BY REFERENCE AND SHALL BE APPLICABLE SOLEY WITH RESPECT TO THE THIRD PARTY MATERIALS WITH WHICH THEY ARE ASSOCIATED. QLIKTECH MAKES NO REPRESENTATION, WARRANTY OR OTHER COMMITMENT REGARDING SUCH THIRD PARTY MATERIALS. QLIKTECH HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL LIABILITY WITH RESPECT TO LICENSEE’S REPRODUCTION AND/OR USE OF ANY THIRD PARTY MATERIALS. 8.4. Entire Agreement. This Agreement constitutes the entire agreement 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. The Licensee hereby represents and acknowledges that in entering into this Agreement, it did not rely on any representations or warranties other than those expressly set forth in this Agreement. 8.5. Compliance with Laws. Licensee agrees at all times to comply with applicable laws and regulations in its performance of this Agreement, including without limitation the export control laws, as they may be amended from time to time. 8.6. Governing Law and Jurisdiction. The English version of this Agreement will be the version used when interpreting or construing these terms and conditions. Language translations of the Agreement, if any, are provided for convenience only. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded. This Agreement will be governed by and construed in accordance with the substantive laws in force in Sweden. Any dispute arising out of or in connection with the agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by Arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm. Where the amount in dispute clearly does not exceed EUR 100,000, the Stockholm Chamber of Commerce (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 language to be used in the arbitral proceedings shall, unless otherwise agreed, be English. QlikTech reserves the right to enforce any judgment or award which is obtained in any jurisdiction appropriate for such enforcement. 8.7. Notwithstanding any provision in this Agreement, QlikTech or Licensee may request any judicial, administrative, or other authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal or arbitration proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies. In addition and without affecting any other rights or remedies that QlikTech may have, the Licensee acknowledges that QlikTech may be irreparably harmed by any breach of the terms of this Agreement including but not limited to breach of obligations with respect to QlikTech Confidential Information or violation of any of QlikTech’s Intellectual Property Rights and that damages alone may not necessarily be an adequate remedy. Accordingly, the Licensee hereby acknowledges, that except as provided in this Agreement, without proof of actual damages that injunctive relief, specific performance or other equitable relief in favor of the Licensee is an appropriate and necessary remedy for breach of the terms of this Agreement. 8.8. Audit. During the term of this Agreement and for a one year period thereafter, QlikTech may audit, upon reasonable notice to Licensee and at QlikTech’s expense, Licensee’s books and records to determine Licensee’s compliance with this Agreement. In the event that any such audit reveals that you have breached any material obligation hereunder, then, in addition to any other remedies as QlikTech may have, you shall reimburse to QlikTech the cost of the audit. 8.9. Notices. All notices or other communications to QlikTech shall be addressed to: QlikTech International AB, Scheelevägen 24-26; SE-223 63 Lund, Sweden; ATTENTION: LEGAL DEPARTMENT, with a copy to General Counsel, QlikTech Inc., 150 N. Radnor-Chester Rd. – Suite E220, Radnor, PA 19087. 8.10. Relationship between the Parties. QlikTech is an independent contractor. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership, fiduciary relationship, joint venture or similar relationship between the Parties. 8.11. Severability/Waiver. If any provision of this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect. Any term which refers to a legal concept or process which exists in one jurisdiction shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a Party may be or become subject. No term of this Agreement 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. 8.12. Limitation to bring Action. No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action arose. 8.13. Non-Waivable rights. Nothing included in this Agreement shall limit any non-waivable right to decompile the Software that the Licensee may enjoy under mandatory law. For example, if the Licensee is located in the European Union (EU), Licensee may have the right upon certain conditions specified to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program, and the Licensee has first asked QlikTech in writing to provide the information necessary to achieve such interoperability and QlikTech has not made such information available. In addition, such decompilation may only be done by the Licensee. QlikTech has the right to impose reasonable conditions before providing such information. Any information supplied by QlikTech or obtained by Licensee, as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software or used for any other act which infringes QlikTech’s or its licensors’ copyright.
