Attachment_F_-_Palantir_LSA_Redacted.pdf

Incorporated herein is the License and Services Agreement (“Agreement”), by and between Contractor (“Palantir Technologies Inc.”

or “Palantir”) and the ordering entity (“Customer”). This Agreement sets forth the terms and conditions pursuant to which Customer will license or access certain Palantir commercial software products and contract for certain services from Palantir and pursuant to which Palantir will provide such products and services to Customer.

PALANTIR TERMS AND CONDITIONS

1. Certain Definitions. Capitalized terms will have the meaning indicated below unless otherwise specifically defined in this Agreement.

1.1 “Client Software” means the software provided by Palantir for installation locally by Customer in order to access the Cloud Solutions.

1.2 “Cloud Solution(s)” means Palantir’s service to provide a platform for data integration, management, and analysis that will be hosted via Palantir cloud hosting, including access to Software (as defined below) as specified in the Order, and any Updates (as defined below) that are made available in connection with this Agreement (and/or in connection with any future or related Orders or modifications).

1.3 “Content” means any data or content that is provided or uploaded by Customer for transmission, storage, integration, import, display, distribution, or use in or through the Products (as defined below).

1.4 “Intellectual Property Rights” means patent, copyright, trademark, trade secret, and other intellectual or industrial property rights.

1.5 “Order” means the order through which Customer obtains a license or access right to certain Palantir commercial software products and/or contracts for certain services from Palantir.

1.6 “Palantir Core License” shall mean a license or access right to the Products specified in the Order (and any related purchase orders, statements of work, or amendments, in each case incorporated into this Agreement) to be used on one server core or equivalent for the duration of the specified Order Term (as defined below) subject to the terms and conditions set forth in this Agreement.

1.7 “Product(s)” means the Client Software, Cloud Solutions, and Software (as defined below) specified in the Order.

1.8 “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 (and any related purchase orders, statements of work, or amendments, in each case incorporated into this Agreement) or provided in connection with this Agreement, any third-party software incorporated therein or in the Cloud Solutions, the Client Software, and any improvements, modifications, derivative works, patches, Updates, and upgrades thereto that Palantir provides in its discretion to Customer hereunder.

1.9 “Updates” means Product changes that Palantir in its discretion implements in the generally available Products specified in the Order. Updates do not include platform capabilities, configurations, or modules not specified in the Order that Palantir makes available for an additional charge.

2. Grant of Limited License. If Customer hosting is specified in the Order, subject to Customer’s continued and full compliance with all of the terms and conditions of this Agreement, Palantir hereby grants to Customer a non-transferable, non-assignable, non-exclusive, limited license, without any right to sublicense, during the Order Term (as defined below), to install, execute, and use the Software specified in the Order in object code format solely for Customer’s internal purposes, and only (i) for use in accordance with the technical specification documentation provided to Customer by Palantir with regard to Software (“Documentation”), (ii) if specified, for the number of Palantir Core Licenses specified in the Order, and (iii) for the purpose(s), configuration(s), and module(s) specified in the Order and any associated statements of work. The license(s) granted in the Order shall not be fungible and shall not be reallocated or expanded by Customer to any purpose, configuration, or module not specified in the Order.

3. Provision of Access and Grant of Limited License.

If Palantir cloud hosting is specified in the Order, subject to Customer’s continued and full compliance with all of the terms and conditions of this Agreement, Palantir (i) will provide Customer with access to the Cloud Solutions during the applicable Order Term solely for Customer’s internal purposes, and only (a) for use in accordance with the Documentation, (b) if specified, for the number of Palantir Core Licenses specified in the Order, and (c) for the purpose(s), configuration(s), and module(s) specified in the Order and any associated statements of work; and (ii) hereby grants to Customer a non-transferable, non-assignable, non-exclusive, limited license, without any right to sublicense, to install, execute, and use the Client Software during the Order Term for the sole purposes of using and receiving the Cloud Solutions. At Palantir’s request, Customer will promptly install Updates to the Client Software. The license(s) granted in the Order shall not be fungible and shall not be reallocated or expanded by Customer to any purpose, configuration, or module not specified in the Order.

4. Authorized User Accounts. Customer may establish Product accounts (“Accounts”) for Customer’s employees or independent contractors with a need to access the Products on behalf of Customer (“Authorized Users”), on the condition that Customer has confidentiality obligations in place for each Authorized User at least as restrictive as those stated herein and upon request by Palantir, provides Palantir with company names of any independent contractors who have access to the Products. Customer shall inform each Authorized User of its obligations under, and ensure that each Authorized User at all times abides by, the terms of this Agreement. Customer shall immediately notify Palantir in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer is solely responsible for any use of the Products that occurs on Customer’s Accounts and shall be liable for any breach of this Agreement by an Authorized User.

5. Account Protection. Customer shall be responsible for authorizing and protecting Accounts. Customer agrees to provide access to the Products only to Authorized Users, to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties, and to use standard security measures to protect Accounts (including, without limitation, using multi-factor authentication to access the Products).

Customer is responsible for monitoring and controlling access to the Products and maintaining the confidentiality of Account login information. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately de-activate such Account or change the Account’s login information as appropriate.

6. Ownership. Customer acknowledges and agrees that, as between Customer and Palantir, Palantir retains all rights, title, and interest in and to the Products, Documentation, and any other related documentation or materials provided by Palantir (including all Intellectual Property Rights embodied in any of the foregoing). No ownership rights are being conveyed to Customer under this Agreement. Customer acknowledges that it is obtaining only a limited access or license right to the Products, notwithstanding any reference to the terms “purchase” or “customer” herein. Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, to any Palantir software, services, technology, or Intellectual Property Rights.

Customer will maintain and not remove, obscure, or alter any copyright notice, trademarks, logos, and trade names and any other notices or product identifications that appear on or in any Products or Documentation and any associated media.

7. Content. As between Palantir and Customer, Customer retains all rights, title, and interest in and to the Content.

8. Updates. Palantir will have the right to update the Products from time to time with improvements or modifications to a previously purchased capability or module or to otherwise improve the functionality of the Products. Palantir may deliver Updates electronically.

9. Restrictions. Customer will not (and will not allow any third party to): (i) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Products (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, copy, or reuse any code of any Product, including HTML/CSS and JavaScript; (iv) copy any Products (or component thereof), except where Customer hosting is specified Customer may make a reasonable number of copies of the Software and/or Documentation solely for backup, archival, or disaster recovery purposes; (v) develop any improvement, modification, or derivative work of the Products or include a portion thereof in any other equipment or item; (vi) 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 Products or Documentation (or any portion thereof) or any Palantir technical data; (vii) perform benchmark tests or other technical evaluations of the Products without the prior written consent of Palantir (any results of such permitted testing shall be deemed Confidential Information (as defined below) of Palantir), (viii) gain or attempt to gain unauthorized access to the Products, or any element thereof, or circumvent or otherwise interfere with any authentication or security measures of the Products, (ix) interfere with or disrupt the integrity or performance of the Products, (x) input, upload, transmit, or otherwise provide material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs to or through the Products, or (xi) use, evaluate or view the Products or Documentation for the purpose of developing, designing, modifying or otherwise creating any environment, software, models, algorithms, products, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Products. Notwithstanding these restrictions and subject to the other terms and conditions of this Agreement, Customer shall be permitted to develop software that interfaces with Palantir’s public APIs, provided that Customer shall not attempt to, or encourage any third party to, sell, rent, lease, license, sublicense, distribute, transfer, or syndicate such Products, without prior written approval from Palantir.

Periodically, Palantir may request that Customer provide an accurate accounting of the number of server cores that Customer is currently using. Customer shall provide this information in writing within ten (10) business days of Palantir’s request. All the limitations and restrictions on Products in this Agreement also apply to Documentation.

Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Products may be provided with notices and open source licenses from such communities and third parties that govern the use of those portions, and any licenses or access granted hereunder shall not alter any duties and obligations Customer 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.

10. Usage Data. Palantir may collect analytics, statistics, metrics, or other data related to Customer’s use of the Products (i) in order to provide the Products to Customer;

(ii) for statistical use (provided that such data is not personally identifiable); or (iii) to monitor, analyze, maintain and improve the Products.

11. Confidentiality. To the extent allowed under applicable law (e.g. The Freedom of Information Act, 5 U.S.C.

§ 552), Customer shall treat as confidential all Confidential Information (as defined below) of Palantir, and shall not use such Confidential Information except to exercise its rights and perform its obligations herein, and shall not disclose such Confidential Information to any third party other than disclosure on a need to know basis to its own employees, agents, advisors, attorneys, and/or bankers whom are each subject to obligations of confidentiality at least as restrictive as those stated herein. Without limiting the foregoing, Customer shall use at least the same degree of care as it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care.

Customer shall promptly notify Palantir of any actual or suspected misuse or unauthorized disclosure of Palantir’s Confidential Information. “Confidential Information” shall mean (i) Products, (ii) Documentation, and (iii) any other business, technical, or engineering information provided by Palantir to Customer, including third party information, disclosed by Palantir to Customer, in any form and marked or otherwise designated as “Confidential” or “Proprietary” or in any form and which by the nature of its disclosure would be understood by a reasonable person to be confidential and proprietary. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is or becomes part of the public domain through no act or omission of Customer in breach of this Agreement, (b) is known to Customer at the time of disclosure without an obligation to keep it confidential, (c) becomes rightfully disclosed to Customer from another source without restriction on disclosure or use, or (d) Customer can document by written evidence that such information is independently developed by Customer without the use of or any reference or access to Confidential Information, by persons who did not have access to the relevant Confidential Information. Customer is responsible for any breaches of this Section by its employees, independent contractors, agents, or other persons to whom Confidential Information was disclosed. Customer’s obligations with respect to Palantir’s Confidential Information survives termination of this Agreement for a period of five (5) years; provided, that Customer’s obligations hereunder shall survive and continue in perpetuity after termination with respect to any Confidential Information that is a trade secret under applicable law.

12. Payment and Delivery. Customer shall pay to Palantir the total amount of fees set forth in the Order. All payments shall be made in the currency set forth on the invoice via check or wire transfer to an account designated by Palantir. All fees are due within thirty (30) days after the date of receipt of Palantir’s invoice. Any late payments shall be subject to the Prompt Payment Act. Products are deemed delivered upon being made available to Customer for download, installation, or access.

13. Support Services. Subject to the payment of the applicable fees set forth in the Order as they become due, Palantir shall use commercially reasonable efforts to provide Customer with support services and Updates in accordance with and subject to Palantir’s standard support services terms and conditions (“Support Services”) for the period of time specified in the Order (“Support Services Period”). If Customer elects to renew Support Services, Customer must renew Support Services in full. If Customer fails to pay by the end of the then-current Support Services Period, Customer shall be deemed to have cancelled Support Services and Palantir shall no longer provide Customer with Support Services. Customer may reinstate Support Services after a period in which it was cancelled, provided (i) Palantir then offers Support Services, and (ii) in order to receive Updates which Customer had not received due to cancellation, Customer pays Palantir the current year’s Support Services fee and any Support Services fees that would have been payable during the period during which Support Services were cancelled.

Support Services fees shall be negotiated by Palantir and Customer and at the conclusion of any applicable option period and/or Order period, shall default to the standard undiscounted rate available to customers via Palantir’s GSA Schedule or other applicable commercial schedule.

14. Professional Services. Palantir will provide Customer with professional services related to the Products specified in the Order or a statement of work, if any. From time to time at Customer’s request, and upon mutual written agreement of the parties, Palantir may provide additional services with respect to Customer’s use of the Products.

15. Training. Subject to payment of the applicable fees set forth in the Order, Palantir agrees to provide training services for the number of Customer personnel specified in the Order (“Training”), if any.

16. Government Matters. The Products, Support Services, Professional Services, and Training are “commercial items” as defined at 48 C.F.R. 2.101, consisting of commercial computer software, commercial computer software documentation, and commercial services. If Customer or end user is a U.S. governmental entity, then Customer acknowledges and agrees that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Products or any related Documentation of any kind, including, without limitation, technical data and manuals, will be subject to the terms and conditions of this Agreement, in accordance with Federal Acquisition Regulation 12.212 for civilian purposes or Defense Federal Acquisition Regulation Supplement 227.7202-1 for military purposes, (ii) the Products and Documentation were developed exclusively at private expense, and (iii) all other use of the Products and Documentation except in accordance with the license or access grant provided above is strictly prohibited.

Notwithstanding anything to the contrary, these terms and conditions describing the Government’s use and rights are in lieu of, and supersede, any conflicting provisions that address Government rights in the Products, related documentation, and technical data that may be incorporated in any contract or subcontract under which the Products are accessed or licensed.

17. Term and Termination. This Agreement shall begin on the date and remain in effect for the period of time specified in the Order (“Order Term”), unless otherwise terminated as provided herein.

17.1 If a perpetual license is specified in the Order, this

Agreement will remain in effect in perpetuity unless otherwise terminated as provided herein. During the Order Term of the license, this Agreement may be terminated by Customer without cause in accordance with the Federal Acquisition Regulation (FAR).

17.2 If a term license is specified in the Order, the Order

Term shall be the number of months or years set forth in the Order. During the Order Term of the license, this Agreement may be terminated by Customer without cause in accordance with the FAR.

17.3 Termination or expiration does not affect either

party’s rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation, payment obligations). Sections 6, 7, 9, 11 (but only for the period of time specified therein), 16, 17, 18, 19, 20, 21, and 22 shall survive any termination or expiration of this Agreement.

Termination is not an exclusive remedy and all other remedies will remain available.

18. Indemnification. Palantir has a right to intervene to defend, indemnify, and hold harmless Customer from and against damages, costs, and reasonable attorneys’ fees, if any, finally awarded against Customer from any claim of infringement or violation of any U.S. patent, copyright, or trademark asserted against Customer by a third party based upon Customer’s use of the Products in accordance with the terms of this Agreement, provided that Palantir shall have received from Customer: (i) notice of such claim within twenty (20) days of Customer receiving notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of any of the Products are, or in Palantir’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Palantir may, in its sole discretion: (a) substitute for the Products substantially functionally similar programs and documentation; (b) procure for Customer the right to continue using the Products; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, submit a claim to the Ordering Activity Contracting Officer under the Contract Disputes Act to terminate this Agreement and refund to Customer in the case of perpetual licenses, the license fee paid hereunder by Customer as reduced to reflect a four- year, straight-line amortization from the date on which such Products were first delivered by Palantir, or, in the case of term licenses, refund to Customer a pro-rated portion of the fee paid that reflects the remaining portion of the Order Term at the effective date of termination. The foregoing indemnification obligation of Palantir shall not apply: (1) if the Products are modified by any party other than Palantir, but only to the extent the alleged infringement would not have occurred but for such modification; (2) if the Products are modified by Palantir at the request of Customer, but only to the extent the alleged infringement would not have occurred but for such modification; (3) if the Products are combined with other non-Palantir products or processes not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (4) to any unauthorized use of the Products;

(5) to any superseded release of the Products if the infringement would have been avoided by the use of a current release of the Products that Palantir has provided to Customer prior to the date of the alleged infringement; or

(6) to any third party products, software, or services contained within or used to deliver the Products. THIS

SECTION SETS FORTH PALANTIR’S SOLE

LIABILITY AND CUSTOMER’S SOLE AND

EXCLUSIVE REMEDY WITH RESPECT TO ANY

CLAIM OF INTELLECTUAL PROPERTY

INFRINGEMENT. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S.

pursuant to its jurisdictional statute 28 U.S.C. § 516.

19. Palantir Limited Warranty and Disclaimer.

19.1 If Customer hosting is specified in the Order, Palantir warrants for a period of ninety (90) days from the date the initial Software was delivered by Palantir that the Software will substantially conform to Palantir’s then current Documentation for such Software. This warranty covers only problems reported to Palantir in writing (including a test case or procedure that recreates the failure and full documentation of the failure) during the warranty period. In the event of a material failure of the Software to perform substantially in accordance with the specifications during the warranty period (“Defect”), Palantir shall use reasonable efforts to correct the Defect or provide a suitable work around as soon as reasonably practical after receipt of Customer’s written notice as specified above. A Defect shall not include any defect or failure attributable to improper installation, operation, misuse or abuse of the Software or any modification thereof by any person other than Palantir. If Palantir has not remedied the Defect within thirty (30) days of its receipt of Customer’s written notice, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective after Palantir’s receipt of the notice pursuant to the procedures in the FAR, unless Palantir is able to remedy the Defect prior to the effective date of termination. In the event of the termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, as its sole and exclusive remedy, a refund of all amounts paid to Palantir hereunder.

19.2 ALL SALES ARE FINAL. NO PURCHASES OF

PRODUCTS ARE REFUNDABLE, EXCHANGEABGLE,

OR OFFSETTABLE EXCEPT AS SET FORTH IN

SECTION 19.1. EXCEPT AS EXPRESSLY SET FORTH

IN SECTION 19.1, THE PRODUCTS AND SERVICES

ARE PROVIDED “AS IS” WITHOUT ANY OTHER

WARRANTIES OF ANY KIND AND PALANTIR AND

ITS SUPPLIERS HEREBY DISCLAIM ALL

WARRANTIES, BOTH EXPRESS AND IMPLIED, ORAL

OR WRITTEN, RELATING TO THE PRODUCTS AND

ANY SERVICES PROVIDED HEREUNDER OR THE

SUBJECT MATTER OF THIS AGREEMENT,

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,

DOCUMENTATION, TRAINING, OR SERVICES WILL

MEET CUSTOMER REQUIREMENTS OR THAT

OPERATION OF THE PRODUCTS WILL BE

UNINTERRUPTED OR ERROR FREE. CUSTOMER

ACKNOWLEDGES THAT PALANTIR DOES NOT

CONTROL THE TRANSFER OF DATA, INFORMATION,

OR CONTENT OVER COMMUNICATIONS

FACILITIES, INCLUDING THE INTERNET OR THIRD-

PARTY SERVICES, AND THAT THE PRODUCTS MAY

BE SUBJECT TO LIMITATIONS, DELAYS, AND

OTHER PROBLEMS INHERENT IN THE USE OF SUCH

COMMUNICATIONS FACILITIES. PALANTIR IS NOT

RESPONSIBLE FOR ANY DELAYS, DELIVERY

FAILURES, OR OTHER DAMAGE RESULTING FROM

SUCH PROBLEMS.

20. Customer Representations and Warranties.

20.1 Customer represents, warrants and covenants to

Palantir that it will not use the Products for any unauthorized, improper or illegal purposes, including but not limited to (i) discrimination, (ii) harassment, (iii) compromising information and data security or confidentiality, (iv) harmful or fraudulent activities, (v) violation of privacy or constitutional rights of individuals or organizations, and/or (vi) violation of contractual agreement or local, state, and/or Federal laws, regulations, or ordinances. Customer represents, warrants and covenants to Palantir that (i) it will not transmit, store, integrate, import, display, distribute, use or otherwise make available any Content that is, or is obtained in a manner that is, unauthorized, improper or illegal; (ii) no Content infringes upon or violates any other party’s Intellectual Property Rights, privacy, publicity or other proprietary rights; (iii) this Agreement imposes no obligations, by contract or local, state, Federal, international law, regulation or ordinance, with respect to Content, unless explicitly mutually agreed upon in writing; and (iv) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals and/or agreements as required by any applicable laws or policies in order to enable Palantir to receive and process Content, including personal data, according to the scope, purpose, and instructions specified by Customer. Customer acknowledges that all Content that Customer transmits, stores, integrates, imports, displays, distributes, uses, or otherwise makes available through use of the Products and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom.

21. Limitations of Liability.

21.1 EXCEPT FOR ANY AMOUNTS AWARDED TO

THIRD PARTIES ARISING UNDER SECTION 18 OF

THIS AGREEMENT, AND EXCEPT FOR BODILY

INJURY, DEATH, FRAUD, (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 NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE

CONTRARY, CUSTOMER AGREES THAT PALANTIR

SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY

THIRD PARTY WITH RESPECT TO ANY PRODUCTS,

SERVICES, 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,

ALTERATION, CORRUPTION, OR BREACH OF DATA,

COST OF REPLACEMENT, DELAYS, EXPECTED OR

LOST PROFITS OR SAVINGS ARISING OUT OF

PERFORMANCE OR BREACH OF THIS AGREEMENT

OR THE USE OR INABILITY TO USE THE PRODUCTS,

OR FOR ANY MATTER BEYOND PALANTIR’S

REASONABLE CONTROL, EVEN IF PALANTIR HAS

BEEN ADVISED AS TO THE POSSIBILITY OF SUCH

DAMAGES.

21.2 EXCEPT FOR ANY AMOUNTS AWARDED TO

THIRD PARTIES ARISING UNDER SECTION 18 OF

THIS AGREEMENT, AND EXCEPT FOR BODILY

INJURY, DEATH, FRAUD, (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 NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE

CONTRARY, CUSTOMER AGREES 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 PRODUCTS OR SERVICES

FURNISHED HEREUNDER, SHALL NOT EXCEED THE

SUMS PAID TO PALANTIR BY CUSTOMER

HEREUNDER.

22. Miscellaneous. Neither this Agreement nor the access or licenses provided hereunder may be assigned, transferred, subcontracted, or sublicensed by Customer without the prior written consent of Palantir; any attempt to do so shall be void. Palantir may not assign this Agreement in whole or in part without the prior written consent of Customer. Palantir may utilize and/or make available third-party services in the provision of the Products and processing of Content (each a “Third-Party Service”). Such Third- Party Services may be set forth in the Documentation or otherwise be mutually agreed by and between the Parties.

Palantir is not responsible and liable for any Third-Party Service (including without limitation, uptime guarantees, outages, or failures). The terms and conditions of this Agreement and Order(s) constitute the entire agreement between Palantir and Customer with respect to the subject matter hereof, and supersede all prior or contemporaneous oral or written representations, proposals, or agreements concerning the subject matter herein. This Agreement is incorporated into the Order and takes precedence over any conflicting or inconsistent provisions

Any construction or interpretation to be made of the Agreement shall not be construed against the drafter. Any notice, report, approval, or consent required or permitted hereunder shall be in writing and sent by first class U.S. mail, confirmed facsimile, a U.S. government email system with Read Receipt or major commercial rapid delivery courier service to the address specified in the Order. If any provision of this Agreement shall be adjudged by any court or board 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. 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. Unless otherwise specified by Palantir, the Products, Documentation, and Support Services provided hereunder are subject to U.S. trade controls and sanctions and may only be further exported or transferred in accordance with applicable export and sanctions requirements, including consultation of the U.S. Consolidated Screening List. It is Customer’s responsibility to provide Palantir with the necessary information for Palantir to comply with applicable requirements, and to ensure that all end-uses and end-users relating to Customer’s reexports and retransfers of the Products, Documentation, and Support Services comply with applicable controls. Palantir is in no way affiliated with, or endorsed or sponsored by, The Saul Zaentz Company d.b.a. Tolkien Enterprises or the Estate of J.R.R.

Tolkien. This Agreement is governed by United States Federal law. Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. Force Majeure: Excusable delays shall be governed by FAR 52.212-4(f).