Page | 001 These Licencing Terms and Conditions (this “Agreement”) are entered into by and between Palantir Technologies UK, Ltd., a private limited company incorporated in England and Wales (company registration number 07042994) with its principal place of business located at 20 Soho Square, London W1D 3QW (“Palantir”) and the customer set out in a relevant Call Off Contract pursuant to the Framework Agreement (as defined below) for the purchase of Palantir goods, licences and/or services (“Customer” and, collectively with Palantir, the “Parties”). This Agreement sets forth the terms and conditions pursuant to which Customer will licence or access certain Palantir commercial software products and/or contract for certain services from Palantir and pursuant to which Palantir will provide such products and/or services to Customer as set out in the relevant Call-Off Contract (and any related purchase order, statement of work, or amendment, in each case incorporated into the Call Off Contract) (the “Order”). In the event of a direct conflict between this Agreement and the applicable terms of the G-Cloud Framework Agreement (the “Framework Agreement”), the Framework Agreement shall take precedence with respect to that issue.
PALANTIR LICENCING TERMS AND CONDITIONS
1. Certain Definitions. Capitalised terms will have the meaning indicated below unless otherwise specifically defined in this Agreement
1.1 “Cloud Client Software” means Palantir software provided for installation locally for Customer to connect Cloud Content to the Cloud Solution and access the Cloud Solution.
1.2 “Cloud Content” means any data (including aggregated or transformed versions thereof and analytical outputs), models, algorithms, analyses, transformation code or other content that is provided by, whether directly or indirectly from a third party, or created by Customer, or Authorised Users using the Cloud Solution(s), for integration, use, or other processing in or through the Cloud Solution(s).
1.3 “Cloud Software” means the Palantir proprietary commercial software, models, and algorithms, and any helpers, extensions, plug-ins, and add-ons, in any format, specified in the Order or provided in connection with this Agreement, any third-party software incorporated into and/or used to deliver the Cloud Solutions, the Cloud Client Software, and any improvements, modifications, derivative works, patches, Updates, and upgrades thereto that Palantir develops or provides in its discretion to Customer in connection with this Agreement.
1.4 “Cloud Solution(s)” means Palantir’s service to provide a platform for data integration, management and analysis that will be hosted via Palantir’s Cloud Provider (as defined below), including access to Cloud Software as specified in the Order, and any Updates that are made available in connection with this Agreement and/or in connection with any future or related Orders.
1.5 "Documentation” means the technical documentation provided to Customer by Palantir with regard to the Cloud Software.
1.6 “Intellectual Property Rights” means all right, title, and interest in and to: any trade secrets, patents, copyrights, service marks, trade marks, know-how, trade
names, rights in trade dress and packaging, database rights, moral rights, rights of privacy, rights of publicity, and any similar rights, including any applications, continuations, or registrations with respect to the foregoing, under the laws or regulations of any governmental, regulatory, or judicial authority.
1.7 “Palantir Technology” means the Cloud Solution, Documentation, Cloud Client Software, Cloud Software, Sample Materials, models, and application programming interfaces (APIs), provided or made available to Customer as a service in connection with this Agreement, and any improvements, modifications, derivative works, patches, upgrades, and Updates thereto.
1.8 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Cloud Solution, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.9 “Updates” means Palantir Technology changes that Palantir in its sole discretion may implement with respect to any element of the generally available Palantir Technology specified in the Order without the payment of additional fees. Updates do not include new platform capabilities, configurations, modules or services that Palantir makes available for an additional charge.
2. Grant of Limited Licence.
2.1 Cloud Software. If applicable to the Cloud Solution and subject to Customer’s continued and full compliance with all of the terms and conditions of this Agreement, Palantir hereby grants to Customer for the period of the applicable Term (as defined below), a non- transferable, non-assignable, non-exclusive, limited licence to the Cloud Software, without any right to sublicence, for the sole purpose of using and connecting to the Cloud Solution. Unless otherwise agreed in writing by the parties, including in any applicable Order: (a) Customer will be responsible, at its own cost and expense, for the procurement and maintenance of all necessary hardware including, without limitation, servers needed to fully
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