QlikMarket Developer Terms and Conditions
1. Licenses to Developer
Subject to all the terms and conditions of this Agreement and the Site Terms, QlikTech hereby grants to Developer a non-exclusive, non-transferrable right and license (without the right to sublicense), subject to the terms and conditions of Developer’s QlikView® License, to use QlikView® for the purpose of developing and testing QlikMarket Solutions. In the event that the foregoing license is broader than the license granted in any other agreement pursuant to which Developer licenses QlikView® from QlikTech (“Developer’s QlikView® License”), the foregoing license shall apply. In the event of a conflict between this Agreement and Developer’s QlikView® License or any other agreement between Developer and QlikTech, this Agreement shall govern to the extent applicable to Developer’s QlikMarket activities.
Except as otherwise expressly permitted herein or in Developer’s QlikView® License Developer may not, directly or indirectly, (a) make, rent, lease, sell, offer to sell, copy, modify, adapt, decompile, reverse engineer, disassemble, create derivative works, or derive the source code of QlikView® or any part thereof or (b) distribute, transmit, provide access to QlikView® or provide copies of QlikView® to any third party.
Except for the limited rights granted in this Agreement, as between the parties, Developer shall own all right title and interest in and to all QlikMarket Solutions developed by Developer.
2. Submission of QlikMarket Solutions
Developer must be a QlikTech partner with access to QlikTech’s partner portal (the “Partner Portal”) in order to submit any QlikMarket Solution for inclusion in QlikMarket. If Developer desires to make a QlikMarket Solution available via QlikMarket, Developer shall submit the QlikMarket Solution for approval by QlikTech via the Partner Portal. QlikMarket Solutions may be included in QlikMarket in one of two ways: A QlikMarket Solution may be downloaded by Users directly via QlikMarket provided that it is approved by QlikTech (in its sole discretion) (each, a “Validated Solution”). Alternatively, QlikMarket may link Users to a website owned by Developer (or a third party authorized by Developer) for licensing QlikMarket Solution via such website provided that it is approved by QlikTech (in its sole discretion) and meets all of the criteria specified in Section 4 below (each, a “Referral”). Upon submission of a QlikMarket Solution, Developer must designate whether it desires for the QlikMarket Solution to be included in QlikMarket as a Validated Solution or a Referral.
Upon submission Developer must identify clearly who owns the QlikMarket Solution, who is submitting it, and if Developer is a group or entity, Developer must designate a representative to be Developer’s principal contact with respect to the QlikMarket Solution.
3. Validated Solutions
Validation will be initially provided free of charge, however, QlikTech reserves the right at any time to charge a fee for validation, which fee will be set forth in QlikMarket section of the Partner Portal or notified to Developer at the time of submission.
By submitting a QlikMarket Solution for validation, Developer represents and warrants that the QlikMarket Solution (a) meets the functional specifications provided by Developer and (b) is compatible with the version of QlikView indicated by Developer. QlikMarket Solutions submitted for validation will undergo an evaluation and testing process conducted by QlikTech to determine that the QlikMarket solution meets QlikTech’s requirements for Validated Solutions, which may include confirmation of the foregoing. Notwithstanding anything herein to the contrary, QlikTech may, in its sole discretion, decline to test and/or approve any QlikMarket Solution for validation for any reason. Developer agrees to provide any cooperation, materials and collateral that QlikTech requires for evaluation, testing and maintenance of QlikMarket Solutions, and to meet any of QlikTech’s other requirements.
Developer will be required to resubmit QlikMarket Solutions for validation if Developer desires for such QlikMarket Solutions to be validated as compatible with any upgrade or new version of QlikView® launched after the original approval of such QlikMarket Solutions as Validated Solutions. If Developer fails to so re-submit, QlikTech may decline to list such previously approved QlikMarket Solutions as Validated Solutions. For clarity, Developer shall not be required to make any QlikMarket Solution compatible with any such upgrade or new version, but Developer will at all times clearly convey to Users which version(s) of QlikView® with which Developer’s QlikMarket Solutions are compatible.
Developer will pay an annual fee (“Administration Fee”) for making a Validated Solution available via QlikMarket in the amount set forth in QlikMarket section of the Partner Portal, which fee shall be waived through April 30, 2013.
Validated Solutions offered through QlikMarket must currently be offered to Users free of charge. However, in the future, QlikTech may, in its sole discretion, allow Developer to charge a reasonable license fee to Users for licensing Validated Solutions offered through QlikMarket, in which case QlikTech will be entitled to a percentage of User fees as set forth in the QlikMarket section of the Partner Portal (the “Revenue Share”).
QlikMarket Solutions submitted for consideration as Referrals will be given a summary review to determine whether or not QlikTech will post a link to the QlikMarket Solution in QlikMarket. If approved as a Referral, QlikTech will include a description of the Referral in QlikMarket and a link to the location from which the QlikMarket Solution may be downloaded.
Developer hereby grants QlikTech a worldwide, royalty-free, non-exclusive, transferable right and license to (i) use Developer Marks (including those associated with the Referral) for purposes of marketing and promoting the Referral, (ii) link Users to the site where the Referral is available, (iii) use the Referral for marketing, testing and promotional purposes, and (iv) reproduce screenshots of the Referral (or excerpts or portions thereof) in any promotional or other materials or content or works propagated, transmitted, broadcast or published by QlikTech.
Developer will pay an Administration Fee for linking of a Referral via QlikMarket in the amount set forth in QlikMarket section of the Partner Portal, which fee shall be waived through April 30, 2013.
5. Data collection and Privacy Practices
6. Developer Representations and Warranties
By submitting a QlikMarket Solution to QlikTech for inclusion within QlikMarket, Developer represents and warrants that (a) the QlikMarket Solution constitutes Developer’s original work and/or development, or, if the QlikMarket Solution includes third party components, Developer has acquired all necessary rights to combine such third party components with Developer’s work and to offer the combined product or service to the public, (b) the QlikMarket Solution does not contain any viruses, Trojan horses, worms or other harmful or malicious code, (c) the QlikMarket Solution may be offered on QlikMarket to the public and does not and will not violate the patent, copyright, trademark or other intellectual property or other right of a third party, (d) Developer has complied with Developer’s own organization’s and any relevant employer’s policies regarding ownership of intellectual property and confidential/proprietary information and (e) developer has the right to offer the QlikMarket Solution to the public through QlikMarket in full compliance with any such policies (if applicable).
7. User Payments for Validated Solutions; Reporting
At such time as QlikTech allows Developers to charge Users through QlikMarket for licenses to Validated Solutions, payment processing terms, which may allow for a percentage of licenses fees to be remitted to QlikTech, will be included in the QlikMarket section of the Partner Portal. Developer agrees to provide any reports requested by QlikTech relating to licensing and other metrics pertaining to Developer’s QlikMarket Solutions.
8. Developer’s Support Obligations
Developer acknowledges and agrees that its conduct will affect the success of QlikMarket and QlikTech’s goodwill and good reputation. Therefore, QlikTech requires that Developer be fully engaged in all aspects of the User experience and Developer’s relationship with Users.
Users may critique and comment on Developer’s QlikMarket Solution and their experience with Developer on QlikMarket, and such information will be available via QlikMarket or QlikCommunity. QlikTech may use any such information in reviewing Developer’s QlikMarket Solutions and determining whether to continue to offer them via QlikMarket.
Support of Developer’s QlikMarket Solutions is entirely Developer’s obligation, and QlikTech will not provide any support to Users with respect to Developer’s QlikMarket Solutions. Developer must provide at least email support to Users of Developer’s QlikMarket Solutions, and are encouraged to provide telephone and/or other web-based support at Developer’s option. Developer is required to respond to all requests and inquiries regarding Developer’s QlikMarket Solution.
Developer is expected to provide periodic bug fixes, error corrections and updates (“Updates”) to Developer’s QlikMarket Solution, and Developer shall keep all QlikMarket Solutions up to date with any Updates of QlikView®. It is Developer’s obligation to create a license agreement governing the use of QlikMarket Solutions (the “User Agreement”), which will make clear that QlikTech has no responsibility for any aspect of any QlikMarket Solution. Without limiting the foregoing, the User Agreement shall expressly and for the benefit of QlikTech disclaim all warranties and state that QlikTech shall have no liability for damages (whether direct, indirect, consequential or otherwise) thereunder.
QlikTech reserves the right to re-evaluate any QlikMarket Solutions that have been previously approved as Validated Solutions or Referrals to determine whether to continue to include such QlikMarket Solutions as Validated Solutions or Referrals. Such re-evaluation may also be required upon QlikView® version changes.
QlikTech has the right to remove any QlikMarket Solution from QlikMarket at any time for any reason or no reason. If QlikTech removes a Validated Solution from QlikMarket without Developer’s having breached this Agreement, QlikTech will return Developer’s Administration Fee paid in advance (if any) on a prorated basis, based on payment through the termination date. Developer also has the right to have Developer’s QlikMarket Solution removed at any time upon Developer’s written notice to QlikTech, however, if Developer requests removal, Developer shall not be entitled to a refund of any previously paid Administration Fee.
9. Promotion and Marketing
While Developer’s QlikMarket Solutions are being offered on QlikMarket, in connection with promotion and licensing of Developer’s QlikMarket Solution(s): (a) Developer is permitted to use the name “QlikMarket” in a size/font no larger than Developer’s name or logo, together with Developer’s own name or logo in connection with a QlikMarket Solution, to promote the availability of the QlikMarket Solution in QlikMarket, and (b) if Developer’s QlikMarket Solution is a Validated Solution, Developer is permitted to state that it is a Validated Solution available on QlikMarket. If Developer’s QlikMarket Solutions are no longer available via QlikMarket, or at QlikTech’s request at any time, Developer shall cease using the “QlikMarket” name and promoting a QlikMarket Solution as a Validated Solution.
10. Infringement Claims
QLIKTECH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY QLIKMARKET SOLUTION TO DEVELOPER, USERS OR TO THE GENERAL PUBLIC. VALIDATION OF A QLIKMARKET SOLUTION IS NOT A REPRESENTATION OR WARRANTY TO DEVELOPER OR TO ANY THIRD PARTY ABOUT THE FUNCTIONALITY OR QUALITY OF SUCH QLIKMARKET SOLUTION, AND DEVELOPER MUST NOT REPRESENT VALIDATION IN A MANNER INCONSISTENT WITH THIS PARAGRAPH. VALIDATION MEANS ONLY THAT DEVELOPER’S QLIKMARKET SOLUTION HAS MET QLIKTECH’S MINIMUM TESTING STANDARDS TO PERMIT IT TO BE OFFERED ON THE QLIKMARKET. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN EXCLUSIONS MAY NOT APPLY TO DEVELOPER.
12. QlikTech Development
QlikTech itself invests in research and development, and has many products, services, tools and solutions in development, including its own QlikMarket Solutions. There is no guarantee that QlikTech is not developing, or will not develop, a product or service or tool (including new features of QlikView®) that may appear to be similar to a QlikMarket Solution.
13. License Back
QlikTech is committed to fostering innovation by offering QlikMarket as a community where developers are encouraged to improve and advance technology. To that end, QlikTech is concerned about the use of patents in a way that could prevent others from developing innovative QlikMarket Solutions, and requires that Developers license back to QlikTech certain patent rights obtained by developers on QlikMarket Solutions. Therefore, if, at any time during or after the Term, Developer or any of its affiliates decides to file any patent application (or foreign equivalent) that claims or covers any of the methods, processes or other inventions used in any Validated Solution or Referral (including, without limitation, any enhancements, modifications or improvements made thereto during or after the Term) (collectively, the “Developer Patents”), then Developer hereby grants to QlikTech a royalty-free, fully-paid, irrevocable, non-exclusive, freely sublicensable and transferable license, under the Developer Patents, to (i) use, make, have made, sell, offer to sell, and import any applications, tools, utilities or other solutions designed to integrate and/or be used with QlikView® which, but for the this license, would infringe the Developer Patents (collectively, “QlikView®-Related Products”) and (ii) use or perform any process or method claimed in any Developer Patent in connection with the development, use, manufacture, sale, importation, distribution and other exploitation of QlikView®-Related Products. For clarity, the foregoing license does not require Developer to provide to QlikTech any of Developer’s technology (including any source code or other technology embodied in any QlikMarket Solution), nor does it extend to any rights of Developer other than patent rights (and their foreign equivalents). As between Developer and QlikTech, Developer shall continue to own all right, title and interest in and to all of Developer’s QlikMarket Solutions.
QlikTech reserves the right directly, or acting through agents or third parties, to investigate any violation of this Agreement and take appropriate remedial action. QlikTech may enforce the terms of this Agreement by any legal means, including, but not limited to, warning Developer of violations; disabling or suspending privileges and/or access; removing, blocking or editing any content (including QlikMarket Solutions); or prohibiting any behavior that does not comply with this Agreement, or which is otherwise inappropriate, harmful or objectionable. QlikTech may release information concerning Developer’s use of QlikMarket (including records and published content) when it believes release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply this Agreement; to protect our rights or property; to protect against fraudulent, abusive or unlawful use of QlikMarket; or if QlikTech reasonably believes that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure. Deliberate attempts by Developer or someone on Developer’s behalf to evade or circumvent the suspension or termination of Developer’s rights to use QlikMarket violate this Agreement and may result in legal action. To report violations of this Agreement, please email Qlikmarket@qlikview.com with appropriate details, including Developer’s contact information.
As used in this Agreement, “Confidential Information” means any information described below which is disclosed by QlikTech or Developer (“Discloser”) to the other party (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Developer’s Confidential Information is limited to any proprietary code underlying Developer’s QlikMarket Solutions and any nonpublic information that Developer submits to QlikTech in writing as part of the QlikMarket Solution validation process. QlikTech’s Confidential Information includes, without limitation, nonpublic aspects of QlikMarket, QlikTech’s software and services (including QlikView®), nonpublic aspects of third-party QlikMarket Solutions listed on QlikMarket to which Developer may obtain access as a result of the relationship between Developer and QlikTech pursuant to this Agreement, and all nonpublic technology, technical information and product plans to which Developer obtains access as a result of Developer’s activities under this Agreement. Confidential Information shall not include any information that Recipient can show: (a) is or becomes generally known to the public without breach of an obligation owed to the Discloser; (b) was known to the Recipient before its disclosure by the Discloser without breach of an obligation owed to the Discloser; (c) was independently developed by the Recipient without reference to or use of any of Discloser’s Confidential Information; or (d) is received from a third party not known to Recipient to be under an obligation owed to the Discloser.
During the Term and for five (5) years thereafter, Recipient (i) shall not disclose any of Discloser’s Confidential Information without the prior written consent of Discloser, (ii) shall not use Discloser’s Confidential Information other than in connection with this Agreement and (iii) shall protect Discloser’s Confidential Information from unauthorized use or disclosure in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but always using at least reasonable care). If the Recipient discloses or uses (or threatens to disclose or use) any Confidential Information of the Discloser in breach of its obligations hereunder, the Discloser shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies at law may be inadequate. If the Recipient is compelled by law to disclose Discloser’s Confidential Information, it shall provide the Discloser with prior notice of such requirement (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, if the Discloser wishes to contest the disclosure.
QlikTech may change the terms of this Agreement from time to time by posting a revised Agreement to the Qlik Site. Any use of QlikMarket after such posting shall be governed by such revised terms.
Copyright © 2012 QlikTech, Inc. All rights reserved.
This Agreement was last updated on April 21, 2012.