Qualtrics Software Development Kit for Mobile Apps License Agreement 1. General.
1.1 Introduction. The Qualtrics Software Development Kit for Mobile Apps (the “SDK”) is hereby licensed to you subject to the terms of this License Agreement (this “Agreement”). This Agreement forms a legally binding contract between you and Qualtrics, LLC (“Qualtrics”) in relation to your use of the SDK. As used herein, “Qualtrics Services” means the Qualtrics software-as-a-service offering and related services and products provided by Qualtrics to you or third parties, as updated from time to time, and “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other intellectual property or proprietary rights
1.2 Acceptance of Agreement. By accessing or using the SDK, you acknowledge and agree to all of the terms and conditions of this Agreement. You may not access or use the SDK if you do not accept this Agreement. You may not use the SDK and may not accept this Agreement if you are a person barred from receiving the SDK under the laws of the United States or other countries, including the country in which you are resident or from which you use the SDK. If you are agreeing to be bound by this Agreement on behalf of your employer or other organization, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use the SDK on behalf of your employer or organization.
2. License and Use.
2.1 Grant of License. Subject to the terms of this Agreement, Qualtrics grants you a limited, worldwide, royalty-free, non-assignable, non-exclusive, non-sublicensable, and revocable license to use the SDK solely to develop applications that, in addition to their other capabilities, interface or interact with Qualtrics Services.
2.2 Acceptable Use. You may not use the SDK for any purpose not expressly permitted by this Agreement. You may not use the SDK in connection with any activity, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Qualtrics or any third party. Except to the extent explicitly authorized by the SDK or as otherwise required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. You agree to use the SDK only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You may not use this SDK in connection with applications that are competitive with or disparaging toward Qualtrics or Qualtrics Services or that interface or interact with products or services that are competitive with Qualtrics Services.
2.3 Responsibility for Use. You agree that you are solely responsible for (and that Qualtrics has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display and for the consequences of your actions (including any loss or damage
which Qualtrics may suffer) by doing so. You agree that you are solely responsible for (and that Qualtrics has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage that Qualtrics or any third party may suffer) of any such breach.
3 IP Ownership.
3.1 Qualtrics IP. You agree that as between you and Qualtrics, Qualtrics owns all legal right, title and interest in and to the SDK and related materials, including any Intellectual Property Rights in the SDK. Qualtrics reserves all rights not expressly granted to you.
3.2 Your IP. Subject to the preceding subsection, Qualtrics agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using the SDK, including any Intellectual Property Rights in those applications.
3.3 Trademarks. Nothing in this Agreement gives you a right to use any of Qualtrics’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
3.4 Open Source. Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of the applicable open source software license and not this Agreement.
4. Privacy and Information.
4.1 Your Privacy Responsibilities. You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If you use any SDK or Qualtrics Service to retrieve a user's data, you acknowledge and agree that you shall retrieve data only with the user's consent and in accordance with applicable laws. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Qualtrics Account information, your application may only use that information to access the user's Qualtrics Account when, and for the limited purposes for which, the user has given you permission to do so.
4.2 Qualtrics Privacy Responsibilities. In order to innovate on and improve the SDK, Qualtrics may collect certain usage information and statistics from your use of thereof. The data collected will be anonymized and/or and maintained in accordance with the Qualtrics Privacy Statement.
5. Term
5.1 Term; Termination. This Agreement will commence on the earlier of when you click through to accept its terms or when you access or use the SDK. This Agreement will continue in effect until terminated by either you or Qualtrics. You may terminate this Agreement at any time by ceasing to access and use the SDK and returning or destroying all copies and portions of the
SDK and related materials. Qualtrics may terminate this Agreement at any time by ceasing to make the SDK available to you or by providing notice of termination to you in any form.
5.2 Effect of Termination. Upon termination of this Agreement for any reason, all of your rights hereunder will immediately terminate, and you must immediately cease to access and use the SDK and return or destroy all copies and portions of the SDK and related materials. Sections 3, 5, 6, 7, 8, 9, and 10 will survive indefinitely notwithstanding the termination of this Agreement.
6. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH USE OF THE SDK IS AT YOUR OWN DISCRETION AND AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FORM SUCH USE. THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM QUALTRICS OR ANY OTHER PERSON. QUALTRICS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT.
7. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER QUALTRICS NOR ITS AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU ARISING FROM OR RELATING TO THE SDK OR THIS AGREEMENT, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT QUALTRICS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
8. Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Qualtrics, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop with the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Right of any person or defames any person or violates their rights of publicity or privacy, and (c) any breach or non-compliance by you with this Agreement.
9. Modification.
9.1 Modification of SDK. You agree that the form and nature of the SDK that Qualtrics provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that
Qualtrics may stop (permanently or temporarily) providing the SDK or any features within the SDK to you or to users generally at Qualtrics’ sole discretion, without prior notice to you.
9.2 Modification of Agreement. Qualtrics may modify this Agreement at any time by posting a revised version on the Qualtrics site or by notifying you via email. The modified Agreement will become effective upon posting or, if Qualtrics notifies you by email, as stated in the email message. By continuing to use the SDK after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Qualtrics Site regularly for modifications to this Agreement. Qualtrics last modified this Agreement on the date listed at the end of this Agreement.
10. Miscellaneous
10.1 Export Restrictions. The SDK may be subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the SDK. These laws include restrictions on destinations, end users, and end use.
10.2 Waiver. You agree that if Qualtrics does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Qualtrics has the benefit of under any applicable law), this will not be taken to be a formal waiver of Qualtrics’ rights and that those rights or remedies will still be available to Qualtrics.
10.3 Severability. If any court of law rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable to the maximum extent possible under applicable law.
10.4 Third Party Beneficiaries. You acknowledge and agree that each of Qualtrics’ affiliates is a third party beneficiary to this Agreement and shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) it.. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
10.5 Assignment. The rights, duties, and obligations under this Agreement may not be assigned, delegated, or transferred by either you or Qualtrics without the prior written approval of the other party; provided that Qualtrics may freely assign this Agreement without consent in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
10.6 Choice of Law; Jurisdiction. This Agreement, and your relationship with Qualtrics under this Agreement, shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. You and Qualtrics agree to submit to the exclusive jurisdiction of the courts located within Salt Lake County, Utah to resolve any legal matter arising from this Agreement. Notwithstanding the foregoing, you agree that Qualtrics shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
10.7 Headings; Entire Agreement. The headings contained in this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect any provision of this Agreement. This Agreement constitutes the entire agreement between you and Qualtrics in relation to the SDK. This Agreement completely replaces and supersedes any prior agreements
between you and Qualtrics in relation to the SDK. For the avoidance of doubt, your general use of Qualtrics Services will continue to be governed by the applicable, separate agreement between Qualtrics and you or your organization.
Last updated September 12, 2017