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 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 IS INTENDED TO
COLLECT CERTAIN USAGE METRICS. THE
INSTALLATION OF THIS SOFTWARE WILL INSTALL
FILES NECESSARY TO OPERATE THE SOFTWARE
ONTO THE USERS COMPUTER AND OTHER SYSTEM
FILES MAY BE INSTALLED OR UPDATED. AS WITH
ALL INSTALLATIONS, BACK UP OF THE USERS 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,
RELATED
SOFTWARE
COMPONENTS
AND
DOCUMENTATION (ALL OF WHICH ARE REFERRED
TO AS THE 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

DELA 071914 V2

Users personal or internal business use, the most

current version of the Software, including any
printed documentation or documentation files
published by Qlik and accompanying the Qlik Sense
Desktop Software (the Documentation).
2.2.
License Restrictions. Except as otherwise
expressly permitted in this DELA, User will not,
directly or through other users: (i) use, copy,
maintain, 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) offer, use, sublicense or
otherwise commercially exploit any of the
Software, including without limitation use of 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 who are not Users for the purposes of
providing those persons or entities with use of the
Software; (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 or Documentation without Qliks
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.

in accordance with its license terms available at

www.qlik.com/info/software-ula. 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.

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 Qliks 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 Qliks 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.

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 at community.qlikview.com/index
or
the
information
at
http://www.qlik.com/us/services/support/publicknowledgebase helpful in addressing any issues.

4.

DISCLAIMERS

To the maximum extent permitted by law, Qlik

does not represent, warrant or make any
commitment that: (i) the Software will meet Users
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,
NON-INFRINGEMENT, SATISFACTORY QUALITY,
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, EVEN IF QLIK HAS BEEN
INFORMED OF SUCH PURPOSE, AND ANY
REPRESENTATIONS, WARRANTIES OR OTHER
TERMS ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING, OR USAGE OF TRADE.

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 Users 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 Qliks
property. All the terms and conditions of this DELA
shall also apply to such copies.
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

5.

LIMITATION OF LIABILITY

5.1.
Limitation of Liability. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, QLIKS 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 US DOLLARS.
5.2.
No Consequential Damages.
TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL QLIK OR ITS RESPECTIVE LICENSORS

OR 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.

and governing law and jurisdiction shall survive the

termination of this DELA. Termination shall not
affect or prejudice either partys rights accrued as
at the date of termination.

7.

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.

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 QLIKS LIABILITY SHALL BE THE
MINIMAL PERMITTED UNDER SUCH APPLICABLE
LAW.

7.2
Confidential Information means any
confidential or proprietary information which
relates to Qliks 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 Users lawful
possession prior to disclosure and had not been
obtained either directly or indirectly from Qlik; and

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 UKs
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

TERM AND TERMINATION

6.1.
Term.
This DELA is effective until
terminated. 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 Users possession or within
its control.
Qlik may terminate this DELA
immediately upon Users breach.
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 copies, including backup copies, have been
uninstalled, destroyed or returned to Qlik. All
provisions relating to confidentiality, Qliks
ownership and proprietary rights, limitations of
liability, disclaimers of warranties, waiver, audit

(v) is required to be disclosed by law, provided

User has promptly notified Qlik in writing of such
requirement and allowed Qlik a reasonable time to
oppose such requirement.

8.

Foreign Assets Control, the United States Foreign

Corrupt Practices Act (FCPA) and the United
Kingdoms 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 Users failure to comply with the
provisions of applicable laws or the FCPA or the
Bribery Act.

GENERAL PROVISIONS

8.1.
Audit. During the term of this DELA and
for a period of one (1) year thereafter, upon Qliks
written request, but no more frequently than once
per year, Qlik or an independent and reputable
agent or accounting firm chosen by Qlik will be
provided reasonable access during Users normal
business hours to examine Users records and
computer equipment, at Qliks expense, for the
purpose of auditing Users obligations under this
DELA. Qliks written request for audit will be
submitted to User at least fifteen (15) days prior to
the specified audit date. If User is not in material
compliance with the terms of this DELA, then
notwithstanding any rights or remedies available
to Qlik in respect of such non-compliance, User
shall reimburse Qlik for the expenses incurred by
Qlik in conducting the audit.

8.5.
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 Institutes
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.

8.2.
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.
8.3.
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.

8.6.
Notices.
All
notices
or
other
communications to Qlik shall be addressed to: Qlik
International AB, Scheelevgen 24-26; SE-223 63
Lund, Sweden; ATTENTION: Legal Department with
a copy to General Counsel, 150 N. Radnor Chester
Rd., Suite E-220, Radnor, PA 19087.
8.7.
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 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

8.4.
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

more than one (1) year after the cause of action

arose.

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 Users 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 configurations. The collection
and use of this information will be governed by
Qliks Privacy Policy, which is available at
www.qlik.com/us/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.

8.8.
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
Governments 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.
USER
INFORMATION

REGISTRATION

AND

Prior to using the Software, the User is required to

register with Qlik and provide certain information.
User consents to allow Qlik to contact the User