Page | 001 PALANTIR TERMS AND CONDITIONS OF ACCESS
These Palantir Terms and Conditions (collectively with Order Forms and/or exhibits between the Parties, the “Agreement”) are entered into between Palantir Technologies Inc. and the entity or person agreeing to these terms (the “Customer”) (each a “Party” and collectively the “Parties”) and govern Customer’s access to and use of the Products and/or Services on or in relation to the Marketplace. The Agreement is effective when Customer purchases a Product and/or Service on or in relation to the Marketplace (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. For the avoidance of doubt, this Agreement forms part of the license rights as envisaged by the terms and conditions agreed by Customer with Amazon Web Services, Inc. (and/or its affiliate(s)) (“AWS”) for use of the Marketplace and/or Products on or in relation to the Marketplace (the "AWS Marketplace Terms "). If Customer has entered into a separate agreement with Palantir to access the Products and receive the Services, the terms of such agreement shall apply and control to the exclusion of this Agreement.
1. Certain Definitions.
1.1 “Content” means a) any data or other content that is created or provided by Customer or Authorized Users, whether directly or indirectly from a third party, for transmission, storage, integration, import, display, distribution, or use in or through the Products, including any aggregated or transformed versions thereof and any analytical outputs, and b) any models, algorithms, analyses, or transformation code to the extent authored by Customer or any Authorized User using and on top of the Products.
1.2 “Content Connection Software” means Palantir software provided for installation locally by or on behalf of Customer to access or connect with the Products, if applicable.
1.3 “Documentation” means technical documentation provided or made available to Customer regarding the Software and Palantir Materials.
1.4 “Intellectual Property Rights” means all right, title, and interest in and to any trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, 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.
1.5 “Marketplace” means AWS’s repository for offerings made available for use with the AWS Marketplace, available at https://aws.amazon.com/marketplace or a successor URL.
1.6 “Order Form” means any ordering document and/or side agreement specifying and/or relating to the Products and/or Services to be provided hereunder that is entered into between Palantir and Customer, including any exhibits thereto.
1.7 “Palantir Materials” means any technology and materials provided or made available to Customer for use with the Software and Services, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.8 “Product(s)” means the Palantir Materials, Documentation, and Software.
1.9 “Services” means Support Services and/or additional implementation, enablement, training, or other professional services provided by or on behalf of Palantir.
1.10 “Software” means the Palantir proprietary software in a managed cloud-hosted environment, the Content Connection Software, application programming interfaces (APIs), and Palantir models or algorithms identified on the Order Form or 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.
1.11 “Updates” means Product changes that Palantir at its discretion may implement in the generally available Products without requiring the payment of additional fees. Updates do not include new offerings that Palantir makes available for an additional charge.
2. Provision of Products.
2.1 Access and License. Subject to Customer’s continued and full compliance with all terms and conditions of this Agreement, Palantir will provide Customer access to a single instance of the Software during the applicable Order Term solely for its internal business purposes, and only (a) to use, access, display, and run in accordance with the Documentation and (b) for the scope of use specified in the applicable Order Form and/or on Marketplace. If applicable, Palantir hereby grants to Customer a non-exclusive, nontransferable, non-sublicenseable, limited license to use the Content Connection Software during the
applicable Order Term for the sole purposes of using and connecting to Products hereunder. Customer shall allow Palantir to access the Content Connection Software remotely as necessary. Palantir hereby grants to Customer during the Term a non-exclusive, nontransferable, non-sublicenseable, limited license, to (a) use the Palantir Materials in accordance with the Documentation and this Agreement and (b) copy, modify, and use the Palantir Materials solely to the extent necessary for Customer’s use of the Software hereunder. Palantir may make commercially reasonably updates to the Products from time to time. To the extent applicable, the Parties shall comply with the terms of the Palantir Data Protection Addendum (located at: www.palantir.com/legal/data-protection/3791 or a successor URL), which form part of the Agreement.
2.2 Third-Party Services. Palantir may utilize and/or make available third-party services in the provision of the Products and processing of Content (“Third-Party Services”). Such Third-Party Services will be set forth in the Documentation or otherwise be agreed by the Parties.
2.3 Usage Data. Palantir may collect metrics, analytics, statistics, or other data related to Customer’s use of the Products (a) to provide the Products and Services to and for the benefit of Customer, including for security purposes, and (b) to analyze, maintain, and improve the Products and Services (provided that in relation to (b) the data collected shall not include personal data or Content).
3. Customer Use of Products.
3.1 Accounts. Palantir will provide Customer with the capability to provision accounts (“Accounts”) for Customer’s employees or contractors with a need to access the Products on behalf of Customer (“Authorized Users”). Customer shall be solely responsible for (a) administering and protecting Accounts; (b) providing access to the Products only to Authorized Users; (c) requiring such Authorized Users to keep Account login information strictly confidential; (d) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (e) any use of the Products that occurs on Customer’s Accounts. Customer shall inform each Authorized User of its obligations hereunder, and ensure that each Authorized User at all times abides by the terms of this Agreement. Customer shall be responsible and liable for any breach of this Agreement by an Authorized User. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, or upon Palantir’s reasonable request, Customer shall immediately de-activate such Account or change the Account’s login information.
3.2 Customer Content Use. Customer grants to Palantir a non- exclusive worldwide license to use, copy, store, process, transmit, retrieve, and display Content solely to provide and support the Products and/or Services. Palantir is not permitted to disclose any Content or Customer Confidential Information, except as necessary to provide the Products and/or Services to Customer, without Customer’s consent, unless required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities (including without limitation subpoenas). Palantir will not Sell Customer Confidential Information (“Sell” shall have the meaning set forth in the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq.).
4. Proprietary Rights.
Palantir Terms and Conditions
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