Supplemental Terms for QuickBase Developer Applications

Your development of a QuickBase application is subject to the QuickBase Terms of Service (“Terms of Service”). The following supplemental terms apply where you are developing software applications, customizations, enhancements, widgets or tools (“Applications”) for distribution via QuickBase’s online distribution site, the QuickBase Exchange (“Exchange”). These supplemental terms will prevail over any conflict or inconsistency with the Terms of Service. By submitting your Application to QuickBase, you agree to these supplemental terms. If you do not agree to these terms, do not submit your Application to QuickBase or request that your Application be made available or distributed via the Exchange.

1. Compliance.

If you develop your own Application, or develop improvements or variation to an Application that you or another developer previously developed, you must develop the Application, including the improvement or variation in accordance with QuickBase’s then-current guidelines and policies, including QuickBase’s Acceptable Use Policy incorporated herein by reference http://www.quickbase.com/acceptable-use-policy, these supplemental terms and the Terms of Service. If you do not comply with our requirements, QuickBase will not distribute your Application via the Exchange.

2. Review and Submission Process.

You must submit all new Applications and updated versions of your Application to QuickBase for review and approval. By submitting your Application to QuickBase, you grant QuickBase and its third parties the right to use the Application for purposes of testing and evaluating such Application’s compatibility and suitability for the QuickBase Service, and compliance with our requirements which QuickBase may modify from time to time. You agree to cooperate with QuickBase in the submission process and to answer questions and provide information and materials reasonably requested by QuickBase regarding your Application, the operation of your business or the performance of any of your obligations under these supplemental terms or the Terms of Service. You understand and acknowledge that QuickBase may, in its sole discretion, reject your Application for any reason, even if such Application complies with all of the then current requirements. You understand and agree that QuickBase shall have no liability for any costs, expenses or damages, including potential lost profits or business opportunities that arise out of or result from QuickBase’s review and approval or rejection of such Application. If you make any changes to the Application, including any patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, or user interface of your Application, you must re-submit the Application to QuickBase for approval if you want to continue distributing your Application via the Exchange. The fact that QuickBase has reviewed, tested, or approved of your Application does not relieve you of any of your obligations under these supplemental terms and the Terms of Service. You remain fully liable for your Application. You will not be able to distribute your Application in the Exchange if QuickBase does not approve your Application.

3. License Grant.

You agree that QuickBase may distribute and market your Application via the Exchange or other distribution channel designated by QuickBase at its discretion. You grant QuickBase and its distributors a royalty-free, worldwide, irrevocable, perpetual, transferable, non-exclusive right and license to use, display, market, perform, transmit, distribute, sublicense, copy and modify your Application and any of your related marketing materials, marks and logos for the purpose of promoting, marketing and distributing your Application or the Service. The foregoing grant includes the right of QuickBase to (i) sublicense your Application to third parties for their unrestricted use, modification and distribution without any payment to you or third parties; and (ii) use your Application to develop and distribute other applications or services or improvements to your Applications in connection with the Service. Notwithstanding QuickBase’s sublicense to customers of your Application, you shall be liable to QuickBase for all costs, fees and damages arising out of any claim against QuickBase in connection with your Application. You may not include your own end user license agreement that conflicts with the terms of the Terms of Service or these supplemental terms. If you do not want to license your Application under these terms, do not submit your Application to QuickBase.

QuickBase may create marketing materials to promote the Applications. If QuickBase provides you with marketing materials for review, you agree to promptly review such materials and advise QuickBase of any corrections you may require. In addition, QuickBase may include sample data in your Application to better promote your Application. You will not use QuickBase’s name, logo or trademarks to market your Application without QuickBase’s prior written permission. If QuickBase provides its permission, your usage must be in accordance with QuickBase’s then-current trademark use policy. QuickBase’s current trademark policy is attached as Exhibit A.

During the Application submission process, you may create marketing materials to promote your Application via the Exchange. These materials will be reviewed by QuickBase prior to use, publication, or display of such materials on the Exchange. QuickBase may make modifications or additions to your marketing materials (e.g., product information such as category type/industry, keywords to locate the product, folder icons). You will have the option to modify the Application or any of the marketing materials once the Application has been published to the Exchange.

4. QuickBase Exchange.

The QuickBase Exchange is QuickBase’s online distribution website for QuickBase Applications. QuickBase may market or distribute your Application to third parties via the Exchange. QuickBase may collect information about customers of your Application. As between you and QuickBase, QuickBase owns the rights to use that information in accordance its privacy policy.

QuickBase reserves the right to remove your Application at any time and for any reason without notice to you. QuickBase does not guarantee that any third parties will license your Application, or that you will receive favorable reviews by users of your Application. You acknowledge and agree that QuickBase does not control third party review content and is therefore not liable for such content. QuickBase reserves the right to modify the Exchange or cease its operation at any time. QuickBase retains the right to develop and distribute products and services that may be similar to the Applications at any time prior to, during, or after the term of the Terms of Service.

5. Modifications and Termination.

QuickBase reserves the right at any time to modify the Exchange (or any part thereof) and/or these supplemental terms with or without prior notice to you. You agree that QuickBase shall not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the Exchange. Your continued submission of your Application to QuickBase after such modification will constitute your acceptance of these supplemental terms with the new modifications with respect all Applications. If you do not agree to any of such changes, DO NOT submit your Application to QuickBase. If you do not agree with the changes with respect to previously submitted Applications, provide written notice to QuickBase within 30 days of the publication of the new terms. If QuickBase does not remove your previously submitted Applications from the Exchange or provide you with other options within 30 days of receipt of your notice, the original terms governing the previously submitted Application will control. Notwithstanding termination of these supplemental terms or the Terms of Service, QuickBase may continue to distribute and sublicense Applications you submitted to QuickBase.

6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

QUICKBASE PROVIDES ITS SERVICES AND THE EXCHANGE “AS IS” AND “AS AVAILABLE.” QUICKBASE MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE EXCHANGE OR ANY OTHER SERVICES PROVIDED BY QUICKBASE IN CONNECTION WITH YOUR APPLICATION OR THE EXCHANGE, IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. QUICKBASE DOES NOT REPRESENT OR WARRANT THAT ITS REVIEW OF YOUR APPLICATION WILL IDENTIFY ALL ERRORS OR ISSUES OR THAT ANY CUSTOMERS WILL DOWNLOAD OR USE YOUR APPLICATION OR THAT YOU WILL RECEIVE ANY COMPENSATION OR CONSIDERATION FROM QUICKBASE OR THIRD PARTIES FOR YOUR APPLICATION. YOU UNDERSTAND AND AGREE THAT YOUR DEVELOPMENT, MARKETING AND DISTRIBUTION OF YOUR APPLICATION IS SOLELY AT YOUR OWN RISK.

YOU ACKOWLEDGE AND AGREE THAT THE LIMITATION OF LIABILITY FROM THE TERMS OF SERVICE APPLY TO THESE SUPPLEMENTAL TERMS. QUICKBASE WILL NOT BE LIABLE TO YOU OR THIRD PARTIES FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES WITH RESPECT TO YOUR APPLICATION INCLUDING QUICKBASE’S REVIEW OR DISTRIBUTION OF YOUR APPLICATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS STATED ABOVE IN THIS SECTION 6 MAY NOT APPLY TO YOU.

EXHIBIT A

1. TRADEMARKS AND NAMING

1.1 “QuickBase Marks” means the QuickBase company name, QuickBase trademarks, logos, product and services names, including but not limited to QuickBase, the QuickBase corporate logo, QuickBase, and all other QuickBase trademarks, logos, product and service names.

1.2 Program Participation Statements. Subject to your compliance with the terms of this Agreement, you may make truthful statements in your marketing and investor materials that you are a developer-participant for QuickBase -- so long as you are a participating developer in good standing. You agree you will not make false or misleading statements about your relationship or affiliation with QuickBase, or state or imply that QuickBase sponsors or endorses your Application, or prefers your Application over those of other developers. You agree that all such statements will be made or displayed in plain-text only, and will not utilize or display QuickBase’s company logo or other QuickBase-owned logos unless separately authorized in writing by QuickBase. You understand and agree that you are not granted any license to use QuickBase’s company logo for marketing, advertising or promotional purposes.

1.3 Restrictions. You will not use the QuickBase Marks, elements of the QuickBase Marks such as Quick (or phonetic equivalents of the QuickBase Marks) (a) as part of any brand for the Applications or services themselves; (b) as part of any brand(s), company names, service names or trade name(s) that appear in connection with the Applications; (c) on direct business source identifiers, such as stationery, business cards, company signs, domain names, company websites, or non-tested products; (d) in any other manner, including but not limited to use on promotional merchandise (e.g., t-shirts), tradeshow booths, standalone technical support or consulting services, or other goods or services; or (e) in connection with Applications that are or could be deemed by QuickBase, in its sole judgment, to violate QuickBase’s guidelines. Further, no imitation of QuickBase’s logos, logotypes, trade dress or other elements of QuickBase product packaging or web sites, and promotional materials is permitted.

1.4 Acknowledgment. QuickBase retains all right, title and interest in and to the QuickBase Marks. You shall not in connection with the Applications: (a) use or register in any country or state any trademarks, service marks, trade names, keywords, screen names or Internet domain names containing elements of, or similar to the QuickBase Marks, or other QuickBase-owned marks; (b) challenge QuickBase's ownership or use of the QuickBase Marks, or other QuickBase-owned marks; or (c) combine any of your own names or marks with the QuickBase Marks or other QuickBase-owned marks. If QuickBase notifies you of any such confusion or risk of confusion, you shall take appropriate steps to immediately remedy or avoid such confusion or risk thereof, including immediate assignment of any such registrations or rights to QuickBase at your expense.

1.5 Appropriate Symbols and Ownership Legends Must Be Used. When used in accordance with this Agreement, the QuickBase® trademark must appear with the “®” symbol directly next to the mark as shown. The appropriate ownership “legend” must also be displayed at least once in any materials where the QuickBase name is mentioned. Such legend should generally read as follows: “QuickBase is a registered trademark of QuickBase Inc.”

2. Advertising Restrictions.

2.1 If you want to include any references to QuickBase or any QuickBase products or brand names in the advertising or promotion of your Applications, you must comply with these Advertising Restrictions. The restrictions include but are not limited to advertising displays, advertising and marketing copy, web or print based materials, search engine marketing, representations about interoperability with QuickBase products, and more. Developers may not make any specific representations that QuickBase officially endorses or “authorizes” a particular developer, nor that QuickBase recommends any particular developer over any other.

Pay Per Click / Search Engine Advertising Restrictions

To avoid confusion among consumers and to prevent search engine ads from being removed by our trademark monitoring systems, developers must adhere to the following restrictions. Developer understands and agrees that QuickBase retains the right to remove any ads that, in QuickBase’s sole discretion, do not comply with these restrictions.

All sponsored ad titles must lead with developer’s own marks or names, or with industry descriptors, and cannot lead with QuickBase brands. For example, all sponsored ad titles must be structured as “XYZ for QuickBase" instead of "QuickBase XYZ".

Any URL where an QuickBase mark is incorporated into the front portions of the URL, or into the root domain itself, would violate these restrictions.

  • Developers may not bid on stand alone QuickBase marks, for example QuickBase
  • Developers may only mention QuickBase marks as part of a search string in sponsored ads that directly advertise applications that interoperate with QuickBase products.
  • Developers must request a negative match for the below keywords:

QuickBase

www QuickBase com

QuickBase online

QuickBase Exchange

  • Developers may only use QuickBase marks as search keywords to trigger sponsored ads that directly advertise applications that interoperate with QuickBase products.
  • If Developer advertises an Application on search engines outside the United States (e.g., google.ca or yahoo.co.uk), Developer must ensure that such Application truly interoperates with the corresponding localized version of the QuickBase product. Developers must designate the appropriate countries/regions for the ad.
  • QuickBase marks may only be used in the very end segment of any display URL of a search engine ad. (e.g., www.appdeveloper.com/appnameforquickbase).
  • Search engine ads must point to Developer’s own web site, and a page containing information about the Developer Application.
  • When using QuickBase marks in search engine ads, Developer must avoid any false claims or statements of affiliation, endorsement or sponsorship, where no such relationship exists. For example, Developer must not claim in its ad that the ad will lead people to an "Official Site" for QuickBase, or claim that Developer is an “Official Partner” or “Preferred Solution” of QuickBase.
  • Developer may bid on phrases like “free QuickBase” only when promoting free QuickBase offerings or trials, but may not bid on QuickBase brands stand-alone when promoting a free QuickBase product.
  • Developer may use words like “discount,” “deal,” and “low cost” in sponsored ads that also contain QuickBase marks, but avoid use of words that may negatively affect QuickBase’s brands, like “cheap,” “blowout,” “bargain,” “fire sale,” etc. QuickBase reserves the right to take down sponsored ads containing descriptions or words that it believes, in its sole discretion, could damage the equity and reputation of its brands.

Screenshots

You may make use of a limited number of screen shots from the QuickBase software for illustrative purposes (e.g., educational guides, how-to books, training presentations, product reviews, etc.) provided you adhere to the following guidelines:

1. Your use may not directly or indirectly state or imply sponsorship, affiliation, or endorsement, where no such relationship exists, of your product or service by/with QuickBase.

2. You may not alter the screen shot in any way except to resize the screen shot in direct proportion to the original. Screen shots must be reproduced in their entirety.

3. You may add commentary or other text if clearly attributable to you, and not to QuickBase.

4. You may not use screen shots from QuickBase beta products or other products that are subject to non-disclosure obligations.

5. You may not use screen shots that contain third-party content unless you obtain their permission.

6. You may not use the screen shot in an advertisement comparing an QuickBase offering to an QuickBase competitor’s offering.

7. You may not use a screen shot that contains an image of an identifiable individual.

8. You must include the following copyright attribution statement on all materials containing QuickBase screen shots: "Screen shots © QuickBase Inc. All rights reserved."

9. If your materials include references to an QuickBase product, the full name of the product with corresponding trademark symbol should be shown in plain text at the first and/or most prominent mention (i.e., QuickBase®) in such materials.

10. Your use of QuickBase's screen shots may not be incorporated into obscene or pornographic material, and may not, in QuickBase's sole opinion, be disparaging, defamatory, or libelous to QuickBase, any of its products, or any other person or entity.

11. Your materials should not be mostly or solely composed of QuickBase screen shots or other QuickBase intellectual property. If QuickBase screen shots or other QuickBase intellectual property would represent the majority of the material you wish to reproduce and/or distribute, you must obtain permission from QuickBase before publishing or distributing such content. Requests must be in writing and should be sent to QuickBase via the email address below.

Please send permissions requests to QBPermissionsRequests@quickbase.com.

©QuickBase Inc. All rights reserved. April 2016.