END USER LICENSE AGREEMENT 

Palantir Foundry Platform is a software platform for data integration and operations, which is provided by Palantir Technologies, Inc. ("Palantir"). The following terms and requirements shall apply in relation your and/or the entity’s that you represent (collectively, "You" or "Your") use of the software. In the event of any conflict between the terms herein and any license, access or frame agreement entered into by and between the entity that You represent herein and Palantir (“Master Agreement”), the terms of the Master Agreement shall prevail regardless of any terms in such agreement to the contrary.

BY SELECTING “I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PRODUCTS, YOU CONFIRM THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND/OR THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY FOR WHICH YOU WORK, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, SELECT "I DO NOT AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PRODUCTS. 
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 
1.	License. 
1.1.	Subject to Your continued and full compliance with all of the terms and conditions of this Agreement, Palantir hereby grants You a personal, non-transferable, non-exclusive, limited license, without any right to sublicense, during the Term (as defined below), to access, view, and use Palantir’s proprietary commercial off-the-shelf software product(s) that Palantir may provide to you in connection with this Agreement, in its sole discretion, and any helpers, extensions, plug-ins, and add-ons, in any format, including any improvements, modifications, derivative works, patches, updates, and upgrades thereto that Palantir provides to You hereunder or that is developed in connection with this Agreement (collectively, “Products”), and solely in accordance with the technical specification documentation provided to You by Palantir with regard to the Products (“Documentation”).  
2.	Ownership. 
2.1.	Except for the limited license rights expressly provided herein, You acknowledge and agree that, as between the Parties, Palantir retains all rights, title and interest in and to the Products, Documentation, source code,  and any other related documentation or materials provided by Palantir (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual or industrial property rights embodied in any of the foregoing). You shall and hereby do irrevocably transfer and assign to Palantir all right, title and interest You may have in the foregoing to Palantir, and Palantir hereby accepts such transfer. 
2.2.	You acknowledge that no ownership rights are being conveyed to You under this Agreement.
2.3.	You will maintain the copyright notice and any other notices or product identifications that appear on or in any Products, Documentation, and any associated media.  
3.	Restrictions.
3.1.	You will not (and will not allow any third party to): 
(i)	reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product, or any other related materials (except to the extent that applicable law expressly prohibits such a reverse engineering restriction); 
(ii)	provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use a Product for the benefit of any third party; 
(iii)	list or otherwise display or copy any code of any Product; 
(iv)	copy any Product (or component thereof), develop any improvement, modification or derivative works thereof or include any portion thereof in any other equipment or item; 
(v)	allow the transfer, transmission (including, without limitation, making available on-line, electronically transmitting, or otherwise communicating, to the public), export, or re-export of any Product (or any portion thereof) or any Palantir technical data; 
(vi)	assert, nor will you authorize, assist, or encourage any third party to assert, against Palantir or its affiliates any patent infringement or other intellectual property infringement or related claim regarding any Products or Documentation; or
(vii)	perform benchmark tests without the prior written consent of Palantir (any results of such permitted benchmark testing shall be deemed Confidential Information (as defined below) of Palantir).  
3.2.	All the limitations and restrictions on Products in this Agreement shall also apply to Documentation.  
3.3.	Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Product may be provided with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and You hereby agree to be bound by and fully comply with all such licenses, and any licenses granted hereunder shall not alter any duties or obligations You may have under such open source licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such software in this Product distribution.
3.4.	You understand that Palantir or its licensors may modify or discontinue offering the Products at any time.
3.5.	Notwithstanding anything else to the contrary: 
(i)	the license to the Products granted hereunder is granted solely for the Purpose; and
(ii)	the Products may not be used for any commercial or production purposes.  If You want to use the Products for any commercial or production purposes, You or the entity You represent herein must enter a separate license agreement with Palantir. 
3.6.	This Agreement does not give You any rights not expressly and unambiguously granted herein.
3.7.	You are responsible and liable for any individual or entity that accesses or uses the Products, including Your employees, contractors and agents (“End Users”). You will ensure that all End Users comply with Your obligations under this Agreement and that the terms of Your agreement with each End User are consistent with this Agreement. If You become aware of any violation of Your obligations under this Agreement by an End User, You will immediately terminate such End User’s access to the Products and promptly notify Palantir in writing of such violation. Without limiting the generality of the foregoing, the Parties agree that only those End Users who are authorized to act on Your behalf solely for Your internal business purposes are granted access to the Products subject to the terms and conditions set forth in this Agreement. 
4.	Confidentiality. 
4.1.	You shall keep strictly confidential all Confidential Information (as defined below) of Palantir, and shall not use such Confidential Information except to exercise Your rights and perform Your obligations herein, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to Your own advisors, attorneys and/or accountants who are each subject to obligations of confidentiality at least as restrictive as those stated herein.  
4.2.	Without limiting the foregoing, You shall use at least the same degree of care as You use to prevent the disclosure of Your own confidential information of like importance, but in no event less than reasonable care.  
4.3.	You shall promptly notify Palantir of any actual or suspected misuse or unauthorized disclosure of Palantir’s Confidential Information.  
4.4.	“Confidential Information” shall mean (i) Products (including any information or data relating thereto), (ii) Documentation (including any information or data relating thereto) and (iii) this Agreement and the terms herein, any other business, technical or engineering information or data provided or made available by Palantir to You, including, without limitation, any pricing information, any source code, improvements, derivative works, and other related materials, or any third party information, disclosed or made available to You by or on behalf of Palantir and by the nature of its disclosure would be understood by a reasonable person to be confidential and/or proprietary in each case in any form (including, without limitation, written, electronic, or oral) and whether furnished before, on, or after the date you accepted the terms of this Agreement.  
4.5.	Notwithstanding the foregoing, Confidential Information shall not include any information that:
(i)	rightfully is or becomes part of the public domain through no act or omission of Your own or any of Your employees, agents, advisors, attorneys, accountants, or other representatives; 
(ii)	is known to You at the earlier of the date you accepted the terms of this Agreement or the time of disclosure by Palantir (as evidenced by written records) without an obligation to keep it confidential; 
(iii)	was rightfully disclosed to You prior to the date you accepted the terms of this Agreement from another source without restriction on disclosure or use; or 
(iv)	You can document by written evidence that such information was independently developed by You without the use of or any reference or access to Confidential Information, by persons who did not have access to any Confidential Information.  
4.6.	You are responsible and shall be liable for any breaches of this Section and any disclosure or misuse of any Confidential Information by Your employees or agents (or any other person or entity to which You are permitted to disclose Confidential Information pursuant to this Section).  Your obligations with respect to Palantir’s Confidential Information shall survive termination of this Agreement for a period of five (5) years; provided, that Your obligations hereunder shall survive and continue in perpetuity after termination with respect to any Confidential Information that is a trade secret under applicable law.
5.	Warranty. 
5.1.	As a condition to Your use of the Products, You represent, warrant, and covenant to Palantir that neither this Agreement (or any term hereof) nor the performance of or exercise of rights under this Agreement is restricted by, contrary to, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Your proprietary rights (or the duration thereof) under, or will require any termination payment or compulsory licensing under, any law or regulation of any country, group of countries or political or governmental entity located within or including all or a portion of any geographic area where any copy of the Products or any part thereof (whether or not incorporated with or into other software) will be located, used or distributed.
5.2.	You further represent, warrant and covenant to Palantir that You will not use the Products or develop Plug-ins, including in conjunction with Content (as defined below), for any improper or illegal purposes, including but not limited to: 
(i)	infringement of the intellectual property or proprietary rights, or rights of publicity of any third party; 
(ii)	violation of local, state, federal, and/or international laws, regulations, or ordinances; 
(iii)	dissemination of any software viruses or any other computer code, files, or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or violate the security of any computer network;
(iv)	discrimination;
(v)	harassment;
(vi)	compromising information and data security or confidentiality;
(vii)	integrating information that has been obtained in violation of any contractual agreement or local, state, or federal law, regulation, or ordinance; and/or
(viii)	violation of privacy or constitutional rights of individuals or organizations.  
5.3.	You, not Palantir, remain solely liable and responsible for all data that You store, integrate, or import in the Products (“Content”).    
5.4.	You acknowledge that all Content You access and/or produce through use of the Products and the conclusions drawn therefrom are done at Your own risk and You will be solely liable and responsible for any damage or losses to any party resulting therefrom. You hereby grant Palantir the right to access your Content to the extent reasonably necessary to provide the Products and any services provided in connection therewith. 

6.	Support.  
6.1.	This Agreement does not entitle You to any support, maintenance, training, upgrades, patches, enhancements, or fixes (collectively, “Support”) for the Products. 
6.2.	Any Support for the Products that may be made available by Palantir, in its sole discretion, shall become part of the Products and subject to this Agreement.
7.	Palantir Warranty Disclaimer. 
7.1.	THE PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, AND PALANTIR AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PRODUCTS AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PRODUCTS OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.  
7.2.	THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  
7.3.	ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO PALANTIR’S LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS.  
7.4.	SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8.	Limitations of Liability. 
8.1.	EXCEPT FOR BODILY INJURY (BUT SOLELY TO THE EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, PALANTIR SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY WITH RESPECT TO ANY CONTENT OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL THEORY USED TO MAKE A CLAIM, AND WHETHER OR NOT BASED UPON PALANTIR’S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN TORT OR ANY OTHER CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OR ALTERATION OF DATA, COST OF REPLACEMENT, DELAYS, LOST PROFITS, OR SAVINGS ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE CONTENT, OR FOR ANY MATTER BEYOND PALANTIR’S REASONABLE CONTROL, EVEN IF PALANTIR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
8.2.	EXCEPT FOR BODILY INJURY (BUT SOLELY TO THE EXTENT THAT LIMITATION ON LIABILITY THEREFOR IS NOT PERMITTED UNDER APPLICABLE LAW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOT WITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BOTH PARTIES AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF PALANTIR ON ANY CLAIM OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, STRICT LIABILITY, PRODUCT LIABILITY OR NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY CONTENT FURNISHED HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE SUMS PAID TO PALANTIR BY YOU HEREUNDER (IF ANY) OR $100 (U.S.), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE PALANTIR’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW, AND THAT SUCH REMEDY IS FAIR AND ADEQUATE.
8.3.	ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF EITHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO PALANTIR’S SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS.
8.4.	SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

9.	Indemnification. 
9.1.	You agree that Palantir and its licensors, distributors, contractors and agents shall have no liability whatsoever for Your Content or any use You make of the Products. 
9.2.	You shall defend, indemnify, and hold harmless Palantir and its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Products or Documentation, Your Content, or from Your failure to comply with any term of this Agreement.
10.	Termination.  
10.1.	This Agreement shall commence on the date you accept the terms of this Agreement and shall continue until terminated as set forth in this Section (the “Term”).  
10.2.	You may terminate this Agreement at any time. 
10.3.	Palantir may terminate this Agreement at any time. 
10.4.	Your rights under this Agreement will terminate automatically without notice from Palantir if You fail to comply with any term(s) of this Agreement, including any attempt to transfer a copy of the Products to another party except as provided in this Agreement.  
10.5.	Upon termination, the Agreement and any rights granted to You hereunder shall immediately terminate and You shall immediately discontinue all use of the Products and Documentation and promptly return to Palantir or destroy all Products and Documentation, including all portions thereof, and all other Confidential Information.  If requested, You must certify to Palantir in writing that you have complied with these requirements.  Termination or expiration of this Agreement shall not limit or affect Palantir’s rights or Your obligations that accrued prior to the effective date of termination or expiration (including without limitation, payment obligations).  Furthermore, this Section 10.5, and Sections 2, 3, 4 (but only for the period of time specified therein), 5, 7, 8, 9, 12, 13, 14 and 15 shall survive any termination or expiration of this Agreement.  Termination is not an exclusive remedy and all other remedies will remain available.
11.	Government Users. 
11.1.	If the user, purchaser, or licensee of any Products is an agency, department, contractor or other entity of the US Government, then You acknowledge and agree that: 
(i)	use, duplication, reproduction, release, modification, disclosure, or transfer of the Products and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes; 
(ii)	the Products were developed fully at private expense; and 
(iii)	all other use of the Products except in accordance with the license grant provided above is strictly prohibited.  
11.2.	No rights other than those expressly provided in this Agreement are conferred.  
12.	Dispute Resolution.  
12.1.	Any dispute arising from or relating to the subject matter of this Agreement that cannot be resolved by the Parties within a period of sixty (60) days after notice of a dispute has been given by one Party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), shall be finally settled by arbitration in San Francisco, California, United States, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators.
12.2.	 If the Parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the software industry.
12.3.	The arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine.
12.4.	The prevailing Party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.
12.5.	Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action at any time in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s).
12.6.	This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States, without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on contracts for the International Sale of Goods.
12.7.	For all purposes of this Agreement, but subject to the agreement to arbitrate set forth above, the Parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California or, if Palantir determines that jurisdiction is not proper in such Federal Courts, the California Superior Court in the County of Santa Clara.
13.	Privacy
13.1.	Palantir may process Your personal information in the course of Palantir’s provision of Product or services (such as Content, name, employer, e-mail address or telephone number, usage, access and account details, records and copies of your correspondence with us).
13.2.	In the performance of the Agreement, each Party will comply with all statutory requirements and obligations relating to data protection, including the General Data Protection Regulation (EU 2016/679) ("GDPR").
14.	Miscellaneous.  
14.1.	No agency, partnership, joint venture, or employment is created as a result of this Agreement, and You do not have any authority of any kind to bind Palantir in any respect whatsoever. 
14.2.	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.  
14.3.	Neither this Agreement nor the licenses granted hereunder may be assigned, transferred, subcontracted, or sublicensed by You; any attempt to do so shall be void.  Palantir may assign this Agreement in whole or in part.  
14.4.	Any notice, report, approval or consent required or permitted hereunder shall be in writing and sent by first class mail, confirmed facsimile, or major commercial rapid delivery courier service.  
14.5.	As between the Parties, Palantir will own all intellectual property rights in the Products, Documentation, source code and anything else created pursuant to this Agreement, including but not limited to all copies, improvements, modifications and derivative works thereof, related documentation and materials. For the avoidance of doubt, You retain all ownership of Content. 
14.6.	If Palantir receives a third-party subpoena or other compulsory legal order or process regarding Your account or Content, Palantir may provide You notice, except where providing notice is prohibited by the legal process itself, by court order, or by applicable law or where Palantir has reason to believe providing notice could create a risk of injury or death to any person.  If Palantir is obligated to respond to a third-party subpoena or other request or order of judicial, governmental or regulatory entities, You will reimburse Palantir for reasonable attorneys’ fees, as well as for the time and materials spent by Palantir responding to the third-party subpoena or other request or order of judicial, governmental or regulatory entities.
14.7.	Palantir may collect metrics, analytics, statistics or other data related to Your use of the Products (i) in order to provide the Products to You and for Your benefit, and (ii) for statistical use as well as to analyze, maintain and improve the Products (provided that it makes such data not personally identifiable).
14.8.	If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. 
14.9.	Any and all modifications, waivers or amendments must be made by mutual agreement and shall be effective only if made in writing and signed by each Party.  No waiver of any breach shall be deemed a waiver of any subsequent breach.
14.10.	Your rights under this Agreement are subject to Your compliance with all applicable export control laws and regulations.