SOFTWARE LICENSE AGREEMENT
IMPORTANT! READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE (AS DEFINED BELOW).
THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY ON WHOSE BEHALF YOU ARE DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE) ("YOU" OR "LICENSEE") AND RBC GROUP FOR THE LICENSE OF THE SOFTWARE.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU HAVE UNDERSTAND IT, AND YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" AND/OR "LICENSEE" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT DOWNLOAD, INSTALL, AND/OR USE THE SOFTWARE.
RBC GROUP AGREES TO LICENSE THE SOFTWARE TO LICENSEE ONLY IF LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
AS USED IN THIS AGREEMENT, RBC GROUP AND LICENSEE MAY EACH BE REFERRED TO AS A "PARTY" OR COLLECTIVELY AS THE "PARTIES".
1. Definitions. Capitalized terms used herein are defined in this section or the section where first used.
1.1. "Power KPI" is a 3rd party Qlik Sense Extension Object offering rich capabilities to design interactive, functional, beautiful pixel-perfect and adaptive dashboards.
1.2. "Free Desktop version" means non-commercial use of Power KPI for evaluation purposes. RBC GROUP grants usage of Power KPI in the non-production environments, for personal usage only in Qlik Sense Desktop. This kind of Power KPI usage does not assume any Maintenance or support from RBC GROUP nevertheless customer may still post a feedback or an enhancement request but RBC GROUP reserves the right to discard such treatments.
1.3. "Confidential Information" means all information provided by RBC GROUP to Licensee (or to which Licensee gains access) in connection with this Agreement, including information concerning research, development, design details and specifications, engineering, employees, business relationships, and marketing plans, as well as trade secrets and proprietary information involving ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, algorithms, software and formulae, related to RBC GROUP's current, future, or proposed products and services.
Without limiting the foregoing, Power KPI, Documentation and related information are Confidential Information and contain valuable trade secrets of RBC GROUP.
1.4. "Documentation" means the end user documentation for the Software.
1.5. "Maintenance". Maintenance and support are included with your Subscription Fee. The main purpose of the Maintenance support, delivered by RBC GROUP, is to: (i) release the updated Power KPI version no later than 14 days after new Qlik Sense general availability version release, (ii) fix any bugs, defects or errors in Power KPI and Documentation and release customer specific patched Power KPI version, (iii) provide new features and functionality in Power KPI. RBC GROUP will make reasonable efforts to notify you when the updated Power KPI version becomes available. It is your responsibility to download and install the updated Power KPI version.
1.6. "Permitted Number of Users" is the total maximum number of users that can operate with Qlik Sense applications at the whole Qlik Sense Site where Power KPI is deployed regardless whether user operates Qlik Sense application containing the Power KPI object or not.
1.7. "RBC Group" is the company, registered by the laws of Great Britain and located at 13 John Princes St, London, W1G 0JR, United Kingdom.
1.8. "Subscription Fee". Customer will pay RBC GROUP the fees for the License to use Power KPI and Maintenance services, as specified or required in the applicable quotation. Customer is bind to inform RBC GROUP about any changes in the Qlik Sense Site licensing policy and (or) total maximum number or users operating at the Qlik Sense Site where Power KPI is deployed. Customer is aware that increasing total maximum number of users to a value greater than 100, may result increase of the Subscription Fee.
1.9. "Subscription Period". The Subscription Period for the Software will begin on the day you order the Software and end one year thereafter. You agree to pay the Subscription Fee for the Subscription Period. Your subscription to the software will automatically renew for a new Subscription Period upon your payment of the new Subscription Fee. RBC GROUP reserves the right to change the Subscription Fee for any renewal Subscription Periods. Each new Subscription Period will be subject to the same terms and conditions set forth in this Agreement, which may be updated by RBC GROUP from time to time. Updates to the terms of this Agreement can be found on your customer portal.
1.10. "End of Subscription Period". You agree that Power KPI may become inoperable at the end of the Subscription Period if you have not paid the Subscription Fee to renew your subscription to the Software.
2. Proprietary Rights.
2.1. Ownership. RBC GROUP and licensors retain exclusive ownership of all worldwide copyrights, trade secrets, patents, trademarks, and all other intellectual property rights throughout the world (and all rights in applications and registrations therefor), in and to (or relating to) Power KPI, Documentation, any other Confidential Information, and any full or partial copies thereof, including any additions or modifications thereto.
All rights not expressly granted to Licensee in this Agreement are expressly reserved to RBC GROUP and its suppliers and licensors.
2.2. Assignment. If Licensee retains any right, title or interest (including any intellectual property rights or trade secret rights) in or to Power KPI or Documentation (including any changes, modifications or corrections thereto) or any other Confidential Information, then Licensee hereby irrevocably assigns to RBC GROUP all such right, title and interest therein. If any such rights cannot be assigned, Licensee hereby agrees to waive enforcement worldwide of such rights against RBC GROUP and its licensees and hereby grants to RBC GROUP an exclusive, fully-paid, worldwide, irrevocable, perpetual license, with right to sublicense through multiple tiers of licensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display, sell, import, manufacture and otherwise exploit, in any medium or format, whether now known or later developed, any and all property that is subject to such rights. Licensee agrees that it will not claim any proprietary rights in or to Power KPI, Documentation, or any other Confidential Information.
Licensee will cooperate with RBC GROUP and will take all actions, including the execution, verification, and delivery of documents, as RBC GROUP may reasonably request to evidence, perfect or protect RBC GROUP's rights as set forth herein.
3.1. Grant. Subject to the terms of this Agreement, RBC GROUP grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license, for the Licensee internal business purposes only, for the accompanying software and documentation provided by RBC GROUP during the set Subscription Period for the Permitted Number of Users.
3.2. Restrictions on Use. Licensee is responsible for all Users' acts and omissions and for Users' compliance with this Agreement. Licensee will not, and will not permit, nor permit any 3rd party to do any of the following: (a) copy, alter, adapt, modify, create derivative works of, translate, reverse engineer, decompile disassemble, or otherwise attempt to derive the source code of the Beta Software or Documentation or any part thereof; (b) market, distribute, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer copies of the Beta Software or Documentation to any 3rd party; (c) rent, lease, or loan the Beta Software; or (d) provide or make available to any 3rd party any communication that discloses the features, functions, or performance characteristics of the Beta Software.
4.1. Power KPI, in the form provided by RBC GROUP to Customer under this Agreement, will perform in all material respects in accordance with its applicable specifications set forth in the Documentation, for a period of 90 days following delivery.
4.2. Maintenance. RBC GROUP will perform its obligations for the Maintenance support in a competent and professional manner, consistent with industry standards.
5. LIMITATION OF LIABILITY. IN NO EVENT RBC GROUP WILL BE LIABLE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL OR LABOR COSTS, OR LOST SAVINGS) EVEN IF A RBC GROUP REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. RBC GROUP'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
6. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from RBC GROUP if you fail to comply with any provision of this Agreement. Upon termination, you must cease use of the Software and destroy all copies of the Software. In the event of termination for cause by RBC GROUP, you will not be entitled to the return of any portion of the Subscription Fee. Sections 1, 2, 3.2, and 4 through 7 will survive the expiration or termination of this Agreement for any reason.
7. SEVERABILITY. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.