1. Partner (“You” or “Partner”) acknowledge that the Partner Portal Platform is provided and hosted by Zift Solutions Incorporated and its affiliates (“Zift”), and that by accessing the Partner Portal Platform you are leaving the Qlik website. Partner should refer to the Zift Privacy Policy posted by Zift at https://ziftsolutions.com/legal/privacy-policy/ and the Zift terms of service at https://ziftsolutions.com/legal/terms-of-service/ which shall apply to your use of the Partner Portal Platform. Such policy and terms represent a separate agreement between you and Zift, and Qlik is not responsible for any noncompliance by you with respect to any such terms and conditions. Further, Zift is a third party beneficiary of these Terms of Use and may enforce these Terms of Use against you. Qlik’s Cookie & Privacy Policy shall apply to your registration and login credential information only, and is located at https://www.qlik.com/us/legal/cookies-and-privacy-policy.

 

  1. Partner’s right to access and use the Partner Portal Platform is limited to permitted activities relating to your business relationship with Qlik, as defined in your Partner Agreement with Qlik, which activities include, but are not limited to, accessing Qlik marketing materials, Qlik product information and partner program documents and information. You may not use the Partner Portal Platform for any purpose not relating to your partner relationship with Qlik, or for any purpose that is prohibited by these Terms of Use. If your Partner Agreement with Qlik terminates or expires, your right to access and/or use the Partner Portal Platform shall immediately terminate.

 

  1. Qlik will, or has issued to your specified contacts, entity-specific login credentials to the Partner Portal Platform. Access to the Partner Portal Platform by you other than through such specifically-assigned credentials is prohibited. Users of the Partner Portal Platform shall not allow another person to use its assigned credentials. Users of the Partner Portal Platform are not permitted to use assigned credentials upon cessation of employment with Partner organization. Partner must notify Qlik immediately of any unauthorized use of any login credentials assigned to your organization.

 

  1. You are responsible for all of your organization’s activity in connection with the Partner Portal Platform, including without limitation all data and information (“Data”) that is inputted into the Partner Portal Platform. You are responsible for the accuracy, quality and legality of your Data and of the means by which you acquired or transmit such Data into the Partner Portal Platform. You shall maintain appropriate security, protection and backup copies of your Data. Neither Qlik nor Zift nor their respective affiliates will have any liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Data.

 

  1. You shall not (and shall not permit or authorize any third party to): (a) sell, resell, rent, copy, lease, distribute or otherwise transfer or commercially exploit the Partner Portal Platform; (b) save, store, archive, or create derivative works of any portion of the Partner Portal Platform (excluding Qlik content that is permitted to be downloaded) outside the platform; (c) reverse engineer or otherwise decompile the Partner Portal Platform; or (d) take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Data on or through the Partner Portal Platform that: (i) fails to comply with these Terms of Use; (ii) infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary or other right of any other person or entity or violates any law or contractual duty; (iii) contains material that promote unlawful or illegal goods, services, or activities or contains false, misleading, or deceptive statements, depictions, or sales practices; (iv) is unlawful, obscene, harassing, defamatory, illegal, libelous, fraudulent, tortious, or is otherwise inappropriate as determined by Qlik in our sole discretion; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Qlik, Zift or of any third party; (vi) violates the security or integrity, or impairs or disrupts of any Zift or Qlik network, computer or communications systems, software application or network or computing device; or (vii) impersonates any person or entity, including any of Qlik’s or Zift’s and their respective affiliates; employees or representatives. You may only download those materials or create reports from the content contained on the Partner Portal Platform that are expressly designated to be so used or downloaded by users. Further, you agree not to use technical or other means to circumvent these Terms of Use or any content protection technology used on this site or in the Partner Portal Platform.

 

  1. Zift may suspend or interrupt the Partner Portal Platform in the event of your use of the Partner Portal Platform: (a) in violation of these Terms of Use or in violation of applicable law or regulation; (b) your account or the Partner Portal Platform have been compromised or unlawfully accessed; or (c) in the event of an imminent cybersecurity threat. Neither Zift nor Qlik shall be liable to you for any such suspension or interruption of the Partner Portal Platform.

 

  1. You agree that you will only use the Partner Portal Platform (including features thereof and products or services offered thereon) for their intended purpose. You further agree not to: (i) use the Partner Portal Platform, any content or other materials with this site, or any products or services included on or available through the Partner Portal Platform for any unlawful purpose; (ii) restrict or inhibit any other user from using and enjoying the Partner Portal Platform, including by means of disrupting the normal flow of dialogue, causing a screen to “scroll” faster than other users of the Partner Portal Platform are able to type, hacking or defacing any portion of the Partner Portal Platform, introducing any virus, worm, Trojan Horse, Easter Egg, time bomb, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or otherwise acting in a manner that negatively affects other users’ ability to engage in real time exchanges; or (iii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of this Site or any content or other materials on this Site. Qlik has the right to terminate your use of the Partner Portal Platform, in whole or in part, with or without notice, in its sole discretion, for any reason or no reason at all, including, but not limited to, if Qlik determines (in its sole discretion) that your use of or conduct on or related to the Partner Portal (i) violates these Terms of Use or any additional applicable terms and conditions, (ii) is harmful to Qlik, its customers or vendors, another user or any other party, or (iii) violates applicable law.

 

  1. Qlik shall neither be the Data Controller nor the Data Processor under EU/Swiss/UK data protection law in relation to any Content should it be deemed “personal data” under EU/Swiss/UK law. You shall remain solely liable and responsible for complying with applicable privacy laws in the use of the Partner Portal Platform, including but not limited to EU Regulation 2016/679 (General Data Protection Regulation), (, including any relevant national enacting legislation) and for any other privacy/data protection obligations in relation to the processing of data (including but not limited to the obligations to delete data, process it lawfully, and restrictions regarding transfer outside of the EEA/Switzerland/UK).

 

  1. To the extent that you access Qlik Partner Marketing Services through the Partner Portal Platform, you acknowledge that you may be provided with Personal Data of customers, prospects or other third parties. The collection, storage and processing of Personal Data is becoming increasingly subject to stringent regulations and Qlik takes its obligations to protect data very seriously. Partner is expected to comply with all relevant laws concerning privacy / data protection of Personal Data, and to apply the same level of protection as afforded by Qlik’s own privacy policy located at http://www.qlik.com/us/legal/cookies-and-privacy-policy. These privacy obligations include, but are not limited to:
    • (a) keeping Personal Data confidential;
    • (b) using Personal Data only for the lawful purpose intended, ensuring to obey any privacy laws relating to email, phone or other marketing;
    • (c) deleting Personal Data once the purpose for which it was collected/processed has been fulfilled;
    • (d) only disclosing (including internally) on a “need to know” basis to staff trained to handle personal data who are bound by adequate confidentiality obligations;
    • (e) respecting the rights of any relevant data subjects under local law;
    • (f) reporting to relevant stakeholders and authorities any data breaches; and
    • (g) having adequate safeguards in place to ensure the security of Personal Data.

 

  1. THE PARTNER PORTAL PLATFORM IS PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. QLIK AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, SERVICE PROVIDERS AND LICENSORS DO NOT WARRANT THAT: (I) THE PARTNER PORTAL PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WITH THE PARTNER PORTAL PLATFORM WILL BE CORRECTED (III) THAT THE DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; (IV) THAT THE PARTNER PORTAL PLATFORM WILL NOT HARM COMPUTER SYSTEMS; OR (V) THE RESULTS OF USING THE PARTNER PORTAL PLATFORM WILL MEET YOUR REQUIREMENTS.

 

  1. You shall defend, indemnify, and hold harmless Qlik, its affiliates, its vendors and each of Qlik’s and their respective employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Partner Portal Platform, violation of these Terms of Use, violations of the Zift privacy policy or terms of service, or infringement by you of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Qlik in asserting any available defenses.

 

  1. IN NO EVENT SHALL QLIK OR ZIFT, NOR OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, VENDORS OR LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES IN THE SERVICES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES ARISING UNDER OR RELATED TO THESE TERMS OF SERVICE IN EXCESS OF ONE HUNDRED US DOLLARS.

 

  1. These Terms of Use shall be 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 these Terms of Use 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 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 foregoing amount, 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.

 

  1. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Partner Portal Platform at any time by posting a notice on the Qlik Partner Portal or by sending you notice via e-mail or by another appropriate means of electronic communication.

 

  1. These Terms of Use and your Partner agreement with Qlik are the entire agreement between you and Qlik with respect to the Partner Portal Platform, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Qlik with respect to the Partner Portal Platform, including any prior version of these terms. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither Qlik nor Zift shall be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

 

  1. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation.

 

Contact. For general Partner Portal Platform questions or to give feedback, please contact the Partner Portal team at PartnerMarketingOps@qlik.com.  For technical support, please contact http://support.qlik.com.

 

Effective Date of Terms of Use: September 19, 2019