WIXLIB

2.5.EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, QLIK MAKES NO OTHER WARRANTIES ANDHEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHEREXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUTNOT LIMITED TO WARRANTIES OF MERCHANTABILITY,SATISFACTORY QUALITY AND FITNESS FOR APARTICULAR PURPOSE (EVEN IF QLIK HAS BEENINFORMED OF SUCH PURPOSE). QLIK DOES NOTWARRANT THAT THE QLIK PRODUCTS, CONSULTINGSERVICES OR EDUCATION SERVICES WILL BE ENTIRELYFREE FROM DEFECTS OR OPERATE UNINTERRUPTED ORERROR FREE. DATA INCLUDED IN ANY QLIK PRODUCTIS PROVIDED “AS IS.”CORRUPTION OF DATA, GOODWILL, OR REPUTATION,INACCURACY OF ANY DATA, THE COST OFPROCUREMENT OF SUBSTITUTE GOODS, SERVICES ORSOFTWARE, OR FOR ANY INDIRECT, INCIDENTAL,SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIALDAMAGES, HOWSOEVER ARISING AND REGARDLESS OFTHE THEORY OF LIABILITY (INCLUDING NEGLIGENCE ORSTRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITYOF SUCH DAMAGE OR LOSS. QLIK PRODUCTS ARE NOTINTENDED FOR HIGH RISK ACTIVITIES AND QLIK WILLNOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISINGFROM INHERENTLY DANGEROUS USE OF THE QLIKPRODUCTS.2.6.If Customer (i) obtains Qlik Products from QlikTechGmbH and designates an address in Austria or Germany in anOrder Form, or (ii) obtains Qlik Products from QlikTech AustraliaPty Ltd and designates an address in Australia in an Order Form,then Sections 2, 4.1-4.3, 5.6 and 7 of this Agreement shall besubject to the terms in Addendum 2.4.3.THELIMITATIONS,EXCLUSIONSANDDISCLAIMERS CONTAINED IN THIS AGREEMENT AREINDEPENDENT OF ANY AGREED REMEDY SPECIFIED INTHIS AGREEMENT AND WILL APPLY TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANYAGREED REMEDY IS FOUND TO HAVE FAILED OF ITSESSENTIAL PURPOSE. TO THE EXTENT THAT QLIK MAYNOT, AS A MATTER OF LAW, DISCLAIM ANY WARRANTYOR LIMIT ITS LIABILITIES, THE SCOPE OR DURATION OFSUCH WARRANTY AND THE EXTENT OF QLIK’S LIABILITYWILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.IF A WAIVER, RIGHT, OR REMEDY IS EXERCISEDPURSUANT TO MANDATORY LAW, IT SHALL BEEXERCISED SOLELY FOR THE PURPOSE PROVIDED ANDIN CONFORMANCE WITH THE PROCEDURES ANDLIMITATIONS EXPRESSLY PROVIDED FOR BY SUCH LAW.3.Payment3.1.Fees. Customer shall pay any fees due in accordancewith the payment terms set forth in the Order Form. Paymentsare non-cancelable, non-refundable and non-creditable with noright of offset or suspension, except as otherwise expresslyprovided in this Agreement. Unpaid fees may be subject to alate fee as set forth in an Order Form on any outstandingbalance, or the maximum rate permitted by law, whichever islower.Fees for Consulting or Education Services areexclusive of travel costs and expenses. If Customer fails tomake any payment when due, Qlik may, without limiting its otherrights and remedies, temporarily suspend access to QlikProducts or accelerate Customer’s unpaid fee obligations sothat all such obligations become immediately due and payable.If Customer uses Qlik Products with capacity-based licensing ormetered usage enabled, Customer shall pay for any use orconsumption of such Qlik Products in excess of the authorizedquantities.4.4.No Third-Party Beneficiaries. The warranties andother obligations of Qlik under this Agreement run only to, andfor the sole benefit of Customer, notwithstanding any rights ofAuthorized Third Parties to access or use the Qlik Products.Except as otherwise mandated by applicable law, no person orentity will be considered a third-party beneficiary of thisAgreement or otherwise entitled to receive or enforce any rightsor remedies in relation to this Agreement.5.IntellectualIndemnification3.2Taxes. Fees do not include sales, use, withholding,value-added or other taxes or duties. Customer agrees to payall applicable taxes, public fees, duties, deductions orwithholdings for which Qlik is required to pay or account,exclusive of any tax on Qlik’s income. Customer shall directlypay any such taxes or duties assessed against it, unlessCustomer provides Qlik in a timely manner with a validcertificate of exemption or other evidence that items are rship.Customer retains all right, title andinterest in and to its proprietary data used by Customer inconnection with the Qlik Products (“Customer Data”). Qlikretains all right, title and interest in and to the Qlik Products andif applicable, all deliverables resulting from performance ofConsulting Services, including all know how, methodologies,designs and improvements to the Qlik Products, but excludingany Customer Data incorporated into any such deliverable.Qlik hereby grants Customer a non-exclusive license to use anydeliverables or work product that are the result of any ConsultingServices in connection with Customer’s authorized use of theQlik Products.Limitation of Liability4.1.Limitation of Liability. Except for (i) each Party’sindemnification obligations under this Agreement, (ii) death orbodily injury caused by a Party’s negligence; (iii) breach ofSection 8.8; and (iv) Customer’s violation of Qlik’s intellectualproperty rights, each Party’s maximum, cumulative liability forany claims, losses, costs (including attorney’s fees) and otherdamages arising under or related to this Agreement, regardlessof the form of action, whether in contract, tort (includingnegligence or strict liability) or otherwise, will be limited to actualdamages incurred, which will in no event exceed the greater ofthe amount of fees paid or payable by Customer for the twelve(12) month period preceding the loss or damages giving rise tothe claim and attributable to the specific products or servicesgiving rise to such damages, or one thousand dollars (USD 1,000).5.2.Retention of Rights. No title or ownership of anyproprietary or other rights related to Qlik Products is transferredor sold to Customer or any Authorized User pursuant to thisAgreement. All intellectual property rights not explicitly grantedto Customer are reserved and Qlik, its affiliates, and theirrespective suppliers or licensors, where applicable retain allright, title and interest in and to the Qlik Products, including allintellectual property rights embodied therein, as well as to allQlik Marks. Customer is not obligated to provide Qlik with anysuggestions or feedback about the Qlik Products, but ifCustomer elects to do so, Qlik may use and modify thisfeedback for any purpose, including developing and improvingthe Qlik Products, without any liability, time limitation, restriction,or payment to Customer.4.2.Exclusion of Damages. IN NO EVENT WILL QLIK,ITS AFFILIATES, OR THEIR RESPECTIVE IERS OR LICENSORS, , BE LIABLE FOR ANY LOSSOF SAVINGS, PROFITS OR REVENUES, LOSS OR5.3.Indemnification. Qlik shall defend, indemnify andhold Customer harmless from any damages and costs awardedagainst Customer as a result of a third party claim that the Qlik2

Products, as delivered by Qlik and used as authorized underthis Agreement, infringes upon any third party copyright,trademark or a patent (“IP Claim”). Customer shall defend,indemnify and hold Qlik harmless from any damages and costsawarded against Qlik as a result of a third party claim allegingCustomer’s External Use of the Qlik Products or use ofCustomer Data with Qlik Products, infringes upon any third partycopyright, trademark or patent to the extent any suchinfringement arose from Customer’s use or combination of theQlik Products with any data, content, services or software orother materials not provided by Qlik. Each party’sindemnification obligation is subject to: (i) prompt notification ofa claim in writing to the indemnifying party; (ii) consent to allowthe indemnifying party to have sole control of the defense andany related settlement negotiations; and (iii) provision ofinformation, authority and assistance as necessary for thedefense and settlement of an indemnified claim. Theindemnifying Party shall not consent to entry into judgment orenter into any settlement that admits liability of the indemnifiedParty, provides for injunctive or other non-monetary reliefaffecting the indemnified Party, without the prior consent of theindemnified Party, which consent shall not be unreasonablywithheld.permitted by law, provides the other Party with prompt notice ofsuch order or requirement in order that it may seek a protectiveorder. Each Party’s confidentiality obligations hereunder willcontinue for a period of three (3) years following any terminationof this Agreement, provided, however, that each Party’sobligations will survive and continue in effect thereafter withrespect to, and for so long as, any Confidential Informationcontinues to be a trade secret under applicable law. The Partiesacknowledge and agree that the Qlik Products and all pricinginformation shall be treated as the Confidential Information ofQlik. Customer will maintain reasonable access controls andsystem security to safeguard the Qlik Products.7.5.4.Exceptions. Qlik will not be liable for any IP Claimarising from or based upon: (i) any unauthorized use,reproduction or distribution of the Qlik Products; (ii) anymodification or alteration of the Qlik Products without the priorwritten approval of Qlik; (iii) use of the Qlik Products incombination with any other software, hardware, third party dataor other materials not provided by Qlik; (iv) use of a prior versionof the Qlik Product, if use of a newer version of the Qlik Productwould have avoided such claim; or (v) any Third Party Materialsprovided with the Qlik Products.7.2Termination for Breach or Insolvency. Either Partymay terminate this Agreement or any applicable Order Form,license or, subscription (without resort to court or other legalaction) if the other Party fails to cure a material breach withinthirty (30) days (ten (10) days in the case of non-payment byCustomer) after written notice of such breach, provided that Qlikmay terminate this Agreement immediately upon any breach ofSection 1.4 Qlik may terminate this Agreement if Customerterminates or suspends its business without a successor orbecomes the subject of a petition in bankruptcy or any otherproceeding relating to insolvency, receivership, liquidation orassignment for the benefit of creditors. If Qlik Products arepurchased through an Authorized Reseller, Qlik may terminateany right to use the Qlik Products pursuant to this Section in theevent Qlik fails to receive payment for such Qlik Products.5.5.Remedies. If the Qlik Product becomes, or, in Qlik’sopinion, is likely to become, the subject of an IP Claim, Qlik may,at its option and expense, either: (i) obtain the right for Customerto continue using the Qlik Product in accordance with thisAgreement; (ii) replace or modify the Qlik Product so that itbecomes non-infringing while retaining substantially similarfunctionality; or (iii) if neither of the foregoing remedies can bereasonably provided by Qlik, terminate all rights to use the QlikProducts (without need for a ruling by a court or arbitrator) andrefund as applicable a pro rata portion of prepaid subscriptionfees, or in the case of any perpetual license, the license feesamortized over three (3) years on a straight-line basis from thedate of purchase. Customer agrees to delete or destroy anycopies of the Software after the effective date of any suchtermination.7.3.Effect of Termination. Unless earlier terminated,Customer’s rights with respect to Qlik Products and Services,including any related Software license or subscription, will endupon termination of this Agreement or expiration of anyapplicable subscription or term. Unless earlier terminated,Customer’s right to receive Support will end upon termination ofthis Agreement or expiration of the Support Term. Upontermination of this Agreement or the right to use any QlikProducts or Services, Customer shall: (i) immediately ceaseusing the applicable Qlik Products and Services, including anyaccess by Authorized Third Parties; and (ii) certify to Qlik withinthirty (30) days after expiration or termination that Customer hasuninstalled, deleted and destroyed all copies of the applicableSoftware, any associated license keys, the Documentation andall other Qlik Confidential Information in its possession.Termination of this Agreement or any licenses or subscriptionsshall not prevent either Party from pursuing all available legalremedies, nor shall such termination relieve Customer’sobligation to pay all fees that are owed for the entirety of theapplicable term. All provisions of this Agreement relating toQlik’s ownership of the Qlik Products, limitations of liability,disclaimers of warranties, confidentiality, waiver, audit andgoverning law and jurisdiction, will survive the termination of thisAgreement.5.6.SOLE AND EXCLUSIVE REMEDY. THIS SECTION 5STATES QLIK’S SOLE AND ENTIRE OBLIGATION ANDLIABILITY, AND CUSTOMER’S AND ITS AFFILIATES’ SOLEANDEXCLUSIVERIGHTANDREMEDY,FORINFRINGEMENT OR VIOLATION OF INTELLECTUALPROPERTY RIGHTS.6.Term and Termination7.1.Term. This Agreement is effective upon the earlier ofthe effective date of the first Order Form referencing thisAgreement or the date Customer first accesses or uses QlikProducts and shall remain in effect until terminated (i) as setforth in this Section, or (ii) automatically upon expiration of allrights to use any Qlik Products pursuant to one or more OrderForms. Unless otherwise indicated on an Order Form, QlikProduct subscriptions shall begin upon the Delivery Date andautomatically renew for successive annual terms unless eitherParty provides prior written notice of non-renewal to the otherParty at least

If Customer uses Qlik Products with capacity-based licensing or metered usage enabled, Customer shall pay for any use or consumption of such Qlik Products in excess of the authorized quantities. 3.2 Taxes. Fees