Supplemental Terms for Quick Base Developer Applications

Your development of a Quick Base application is subject to the Quick Base 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 Quick Base’s online distribution site, the Quick Base Exchange (“Exchange”). These supplemental terms will prevail over any conflict or inconsistency with the Terms of Service. By submitting your Application to Quick Base, you agree to these supplemental terms. If you do not agree to these terms, do not submit your Application to Quick Base 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 Quick Base’s then-current guidelines and policies, including Quick Base’s Acceptable Use Policy incorporated herein by reference https://www.quickbase.com/acceptable-use-policy, these supplemental terms and the Terms of Service. If you do not comply with our requirements, Quick Base 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 Quick Base for review and approval. By submitting your Application to Quick Base, you grant Quick Base and its third parties the right to use the Application for purposes of testing and evaluating such Application’s compatibility and suitability for the Quick Base Service, and compliance with our requirements which Quick Base may modify from time to time. You agree to cooperate with Quick Base in the submission process and to answer questions and provide information and materials reasonably requested by Quick Base 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 Quick Base 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 Quick Base shall have no liability for any costs, expenses or damages, including potential lost profits or business opportunities that arise out of or result from Quick Base’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 Quick Base for approval if you want to continue distributing your Application via the Exchange. The fact that Quick Base 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 Quick Base does not approve your Application.

3. License Grant.

You agree that Quick Base may distribute and market your Application via the Exchange or other distribution channel designated by Quick Base at its discretion. You grant Quick Base 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 Quick Base 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 Quick Base’s sublicense to customers of your Application, you shall be liable to Quick Base for all costs, fees and damages arising out of any claim against Quick Base 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 Quick Base.

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

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

Quick Base reserves the right to remove your Application at any time and for any reason without notice to you. Quick Base 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 Quick Base does not control third party review content and is therefore not liable for such content. Quick Base reserves the right to modify the Exchange or cease its operation at any time. Quick Base 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.

Quick Base 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 Quick Base 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 Quick Base 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 Quick Base. If you do not agree with the changes with respect to previously submitted Applications, provide written notice to Quick Base within 30 days of the publication of the new terms. If Quick Base 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, Quick Base may continue to distribute and sublicense Applications you submitted to Quick Base.

6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

Quick Base PROVIDES ITS SERVICES AND THE EXCHANGE “AS IS” AND “AS AVAILABLE.” Quick Base MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE EXCHANGE OR ANY OTHER SERVICES PROVIDED BY Quick Base 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. Quick Base 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 Quick Base 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. Quick Base WILL NOT BE LIABLE TO YOU OR THIRD PARTIES FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES WITH RESPECT TO YOUR APPLICATION INCLUDING Quick Base’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 “Quick Base Marks” means the Quick Base company name, Quick Base trademarks, logos, product and services names, including but not limited to Quick Base, the Quick Base corporate logo, Quick Base, and all other Quick Base 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 Quick Base -- 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 Quick Base, or state or imply that Quick Base 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 Quick Base’s company logo or other Quick Base-owned logos unless separately authorized in writing by Quick Base. You understand and agree that you are not granted any license to use Quick Base’s company logo for marketing, advertising or promotional purposes.

1.3 Restrictions. You will not use the Quick Base Marks, elements of the Quick Base Marks such as Quick (or phonetic equivalents of the Quick Base 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 Quick Base, in its sole judgment, to violate Quick Base’s guidelines. Further, no imitation of Quick Base’s logos, logotypes, trade dress or other elements of Quick Base product packaging or web sites, and promotional materials is permitted.

1.4 Acknowledgment. Quick Base retains all right, title and interest in and to the Quick Base 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 Quick Base Marks, or other Quick Base-owned marks; (b) challenge Quick Base's ownership or use of the Quick Base Marks, or other Quick Base-owned marks; or (c) combine any of your own names or marks with the Quick Base Marks or other Quick Base-owned marks. If Quick Base 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 Quick Base at your expense.

1.5 Appropriate Symbols and Ownership Legends Must Be Used. When used in accordance with this Agreement, the Quick Base® 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 Quick Base name is mentioned. Such legend should generally read as follows: “Quick Base is a registered trademark of Quick Base Inc.”

2. Advertising Restrictions.

2.1 If you want to include any references to Quick Base or any Quick Base 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 Quick Base products, and more. Developers may not make any specific representations that Quick Base officially endorses or “authorizes” a particular developer, nor that Quick Base 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 Quick Base retains the right to remove any ads that, in Quick Base’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 Quick Base brands. For example, all sponsored ad titles must be structured as “XYZ for Quick Base" instead of "Quick Base XYZ".

Any URL where an Quick Base 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 Quick Base marks, for example Quick Base
  • Developers may only mention Quick Base marks as part of a search string in sponsored ads that directly advertise applications that interoperate with Quick Base products.
  • Developers must request a negative match for the below keywords:

Quick Base

www Quick Base com

Quick Base online

Quick Base Exchange

  • Developers may only use Quick Base marks as search keywords to trigger sponsored ads that directly advertise applications that interoperate with Quick Base 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 Quick Base product. Developers must designate the appropriate countries/regions for the ad.
  • Quick Base 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 Quick Base 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 Quick Base, or claim that Developer is an “Official Partner” or “Preferred Solution” of Quick Base.
  • Developer may bid on phrases like “free Quick Base” only when promoting free Quick Base offerings or trials, but may not bid on Quick Base brands stand-alone when promoting a free Quick Base product.
  • Developer may use words like “discount,” “deal,” and “low cost” in sponsored ads that also contain Quick Base marks, but avoid use of words that may negatively affect Quick Base’s brands, like “cheap,” “blowout,” “bargain,” “fire sale,” etc. Quick Base 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 Quick Base 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 Quick Base.

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 Quick Base.

4. You may not use screen shots from Quick Base 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 Quick Base offering to an Quick Base 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 Quick Base screen shots: "Screen shots © Quick Base Inc. All rights reserved."

9. If your materials include references to an Quick Base 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., Quick Base®) in such materials.

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

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

Please send permissions requests to QBPermissionsRequests@quickbase.com.

©Quick Base Inc. All rights reserved. April 2016.