Contracts
Terms of Service (Self Service)
Effective May 24th 2024
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PALANTIR TERMS OF SERVICE
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”)
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary or Affiliate thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary or Affiliate.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry and AIP.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision no more than twenty-five (25) accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may ,provision no more than twenty-five (25) Accounts, each only to other natural persons (each of which natural persons shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users, and who have executed Terms of Service with Palantir substantially similar to the terms of this Agreement; provided, if Customer is a natural person accessing another Palantir customer's instance of the Service as an authorized User (or equivalent, as identified on the Order Submission Form), such Customer is not permitted to provision any Accounts.. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law); and (iv) the actions and omissions of its Users in connection with the Palantir Technology and/or Accounts. Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. The Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://palantir.pactsafe.io/aip-now-6493.html#aip-now-dpa-022795. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form does not expressly permit such use.
4.5 Use Case Limitations. Customer shall comply with the Palantir Use Case Restrictions available at https://palantir.pactsafe.io/#ucr-985315, which is hereby incorporated by reference into the Agreement, including in connection with any use of the Palantir Technology.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services or as may be required by applicable law. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, or as required by applicable law, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service, Palantir Technology, or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
SINGAPORE
1. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
2. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise."
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”); PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION (“SCCA”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective April 22nd 2024 to May 24th 2024
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”)
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary or Affiliate thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary or Affiliate.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry and AIP.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision no more than twenty-five (25) accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may ,provision no more than twenty-five (25) Accounts, each only to other natural persons (each of which natural persons shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users, and who have executed Terms of Service with Palantir substantially similar to the terms of this Agreement; provided, if Customer is a natural person accessing another Palantir customer's instance of the Service as an authorized User (or equivalent, as identified on the Order Submission Form), such Customer is not permitted to provision any Accounts.. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law); and (iv) the actions and omissions of its Users in connection with the Palantir Technology and/or Accounts. Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, the Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://palantir.pactsafe.io/#contract-bjk5slf2o. If Customer is a natural person, the Parties shall comply with the DPA available at https://palantir.pactsafe.io/#contract-bjq5bwem2. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form does not expressly permit such use.
4.5 Use Case Limitations. Customer shall comply with the Palantir Use Case Restrictions available at https://palantir.pactsafe.io/#ucr-985315, which is hereby incorporated by reference into the Agreement, including in connection with any use of the Palantir Technology.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services or as may be required by applicable law. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, or as required by applicable law, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service, Palantir Technology, or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). If any provision of this Agreement shall be adjudged by any court or tribunal 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
SINGAPORE
1. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
2. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise."
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”); PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION (“SCCA”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective December 15th 2023 to April 22nd 2024
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”) .
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may, subject to Palantir’s approval (which may be withheld for any or no reason, including but not limited to failure of the requested User to meet the Palantir Compliance Requirements) of Customer’s request to provision a User and Account, provision Accounts for other natural persons (which users shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law). Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, the Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://palantir.pactsafe.io/mainframe-1048.html#contract-bjk5slf2o. If Customer is a natural person, the Parties shall comply with the DPA available at https://palantir.pactsafe.io/b2c-dpa-0296.html. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form expressly prohibits or restricts such use.
4.5 Prohibited use-cases. Customer will not use or access the Palantir Technology for the following purposes:
(a) Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations;
(b) Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes;
(c) Influencing labor union organizing efforts;
(d) Facial recognition for surveillance workflows;
(e) Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing);
(f) Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals;
(g) Immigration enforcement, monitoring, or surveillance workflows;
(h) Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance);
(i) Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, controlled substances, or illicit substances;
(j) Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances;
(k) Employee monitoring (including but not limited to insider threat or insider trading workflows);
(l) Biometric identity verification workflows; or
(m) Social media data use, scraping, or collection.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION ("SCCA"). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
KINGDOM OF SAUDI ARABIA
1. Restrictions. Section 15 of the Terms of Service shall be replaced with the following:
"15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street Floor 15 Denver, CO 80202 (ATTN: Legal). Customer may submit complaints related to the Service, pursuant to the Computing Regulatory Framework (“CCRF”), in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street Floor 15 Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
SINGAPORE
1. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
2. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise."
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”); PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION (“SCCA”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective September 22nd 2023 to December 15th 2023
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
Version 1.17 – September 22, 2023
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”) .
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may, subject to Palantir’s approval (which may be withheld for any or no reason, including but not limited to failure of the requested User to meet the Palantir Compliance Requirements) of Customer’s request to provision a User and Account, provision Accounts for other natural persons (which users shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law). Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. The Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://www.palantir.com/data-protection/agreement/3791/. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form expressly prohibits or restricts such use.
4.5 Prohibited use-cases. Customer will not use or access the Palantir Technology for the following purposes:
(a) Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations;
(b) Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes;
(c) Influencing labor union organizing efforts;
(d) Facial recognition for surveillance workflows;
(e) Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing);
(f) Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals;
(g) Immigration enforcement, monitoring, or surveillance workflows;
(h) Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance);
(i) Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, controlled substances, or illicit substances;
(j) Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances;
(k) Employee monitoring (including but not limited to insider threat or insider trading workflows);
(l) Biometric identity verification workflows; or
(m) Social media data use, scraping, or collection.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION ("SCCA"). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
KINGDOM OF SAUDI ARABIA
1. Restrictions. Section 15 of the Terms of Service shall be replaced with the following:
"15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. The Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street Floor 15 Denver, CO 80202 (ATTN: Legal). Customer may submit complaints related to the Service, pursuant to the Computing Regulatory Framework (“CCRF”), in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street Floor 15 Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
SINGAPORE
1. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
2. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise."
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”); PROVIDED THAT IF CUSTOMER IS A BUSINESS ENTITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA, THEN NOTWITHSTANDING THE FOREGOING, THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE AND ADMINISTERED IN RIYADH, KINGDOM OF SAUDI ARABIA UNDER THE RULES OF ARBITRATION OF THE SAUDI CENTER FOR COMMERCIAL ARBITRATION (“SCCA”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective May 24th 2023 to September 22nd 2023
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
Version 1.16 – May 22, 2023
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”) .
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may, subject to Palantir’s approval (which may be withheld for any or no reason, including but not limited to failure of the requested User to meet the Palantir Compliance Requirements) of Customer’s request to provision a User and Account, provision Accounts for other natural persons (which users shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law). Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. The Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://www.palantir.com/data-protection/agreement/3791/. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form expressly prohibits or restricts such use.
4.5 Prohibited use-cases. Customer will not use or access the Palantir Technology for the following purposes:
(a) Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations;
(b) Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes;
(c) Influencing labor union organizing efforts;
(d) Facial recognition for surveillance workflows;
(e) Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing);
(f) Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals;
(g) Immigration enforcement, monitoring, or surveillance workflows;
(h) Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance);
(i) Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, controlled substances, or illicit substances;
(j) Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances;
(k) Employee monitoring (including but not limited to insider threat or insider trading workflows);
(l) Biometric identity verification workflows; or
(m) Social media data use, scraping, or collection.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND ONLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. If applicable, the Parties shall comply with the Palantir AIP Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
SINGAPORE
4. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
5. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise."
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective May 10th 2023 to May 24th 2023
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
Version 1.14 – May 8, 2023
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, WHICH FOR THE AVOIDANCE OF DOUBT CONTAINS SECTION 13 REGARDING MANDATORY, BINDING ARBITRATION OF DISPUTES, SECTION 4 REGARDING ACCEPTABLE USE, AND SECTION 9.2 REGARDING CUSTOMER INDEMNITIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”) .
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
2.8 Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. If Customer is an entity other than a natural person, such as a business, organization, or educational institution, Customer may provision accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). If Customer is a natural person, Customer may, subject to Palantir’s approval (which may be withheld for any or no reason, including but not limited to failure of the requested User to meet the Palantir Compliance Requirements) of Customer’s request to provision a User and Account, provision Accounts for other natural persons (which users shall be considered Users) who have provided Customer with all consents, authorizations, approvals, and/or agreements necessary to permit Customer to use and/or process such Users’ data under applicable law, regulation, or agreement(s) with such Users. Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law). Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. The Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://www.palantir.com/data-protection/agreement/3791/. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form expressly prohibits or restricts such use.
4.5 Prohibited use-cases. Customer will not use or access the Palantir Technology for the following purposes:
(a) Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations;
(b) Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes;
(c) Influencing labor union organizing efforts;
(d) Facial recognition for surveillance workflows;
(e) Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing);
(f) Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals;
(g) Immigration enforcement, monitoring, or surveillance workflows;
(h) Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance);
(i) Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, controlled substances, or illicit substances;
(j) Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances;
(k) Employee monitoring (including but not limited to insider threat or insider trading workflows);
(l) Biometric identity verification workflows; or
(m) Social media data use, scraping, or collection.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties (including as specified in the Order Submission Form) and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. If applicable, the Parties shall comply with the Palantir Cognitive Services Addendum available at https://palantir.pactsafe.io/aip-legal-3791.html, which is hereby incorporated by reference. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15. Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5. Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14. Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16. Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
SINGAPORE
4. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
5. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Termination. If Customer is a natural person, the following new subsection shall be added to the Terms of Service as Section 8.6, immediately following Section 8.5:
“8.6 Cancellation Period Required by Law. If Customer is a natural person, Customer has the right to terminate this Agreement no later than fourteen (14) calendar days after the Effective Date (the “Cancellation Period”), for any or no reason. To exercise the foregoing termination right, Customer must notify Palantir of its decision to exercise this right upon sending an email to legalnotices@palantir.com within the Cancellation Period clearly stating Customer’s intention to exercise the termination right provided in this Section 8.6. Palantir will reimburse to Customer any payments received from Customer prior to the effective date of termination pursuant to this Section 8.6, no later than thirty (30) days after the effective date of termination using the same means of payment as Customer used, unless Customer has expressly agreed otherwise.
2. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
3. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
4. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ARBITRABILITY, THAT IS FOR AN AMOUNT EXCEEDING FIVE THOUSAND GREAT BRITISH POUNDS (5,000 GBP) THAT CANNOT BE RESOLVED FOLLOWING GOOD FAITH DISCUSSIONS WITHIN SIXTY (60) DAYS AFTER NOTICE OF A DISPUTE SHALL BE FINALLY SETTLED BY ARBITRATION. IF CUSTOMER IS LOCATED IN THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND ARBITRATION SHALL BE ADMINISTERED IN NEW YORK, NEW YORK, UNITED STATES UNDER THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF THE JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) AND THE FEDERAL RULES OF EVIDENCE (NOTWITHSTANDING JAMS RULE 22(D) OR ANY OTHER JAMS RULE TO THE CONTRARY). IF CUSTOMER IS LOCATED OUTSIDE OF THE AMERICAS, THEN THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND ARBITRATION SHALL BE ADMINISTERED IN LONDON, UNITED KINGDOM UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (“ICC RULES”). 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) THE PARTY INSTITUTING THE ACTION SHALL SEEK AN ORDER TO FILE THE ACTION UNDER SEAL (OR AT A MINIMUM DO SO FOR ANY FILINGS CONTAINING CONFIDENTIAL INFORMATION OR TRADE SECRETS) IN ORDER TO LIMIT DISCLOSURE AS PROVIDED IN SECTION 6 OF THIS AGREEMENT; AND (B) A PERMANENT INJUNCTION AND DAMAGES SHALL ONLY BE AWARDED BY THE ARBITRATOR(S). ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT THAT IS NOT REQUIRED TO BE REFERRED TO ARBITRATION PURSUANT TO THE FOREGOING SHALL BE REFERRED TO THE COURTS OF ENGLAND AND WALES, AND THE GOVERNING LAW SHALL BE THE SUBSTANTIVE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF, AND WITHOUT REGARD TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS."
Effective March 2nd 2023 to May 10th 2023
DownloadTable of Contents
PALANTIR TERMS OF SERVICE
Version 1.12 – March 1, 2023
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED BELOW), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS AGREEMENT (AS DEFINED BELOW), THAT YOU UNDERSTAND THE TERMS OF THE AGREEMENT, AND THAT YOU AND (IF APPLICABLE) 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, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT "I AGREE” WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
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.
This Agreement is between Customer (as defined below) and Palantir (each a “Party” and collectively the “Parties”) and is effective as of the date on which You select “I AGREE” (or equivalent) on the Order Submission Form where such option is made available by Palantir (the “Effective Date”) .
1.1 “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party as of the Effective Date and for as long as such entity remains directly or indirectly owned or controlled by the Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity.
1.2 “Agreement” means, collectively, these Palantir Terms of Service and any attachments, addenda, conditions, notices, operating rules, policies (including the Palantir Privacy Policy), exhibits, schedules or documents incorporated by reference or hyperlinked herein (as may be updated from time to time pursuant to Section 13 herein) or which we may publish from time to time on the Website or Customer’s Accounts and any order documents entered into between Palantir and Customer that reference this Agreement, including the Order Submission Form.
1.3 “Customer” means the customer identified on the Order Submission Form who is Party to this Agreement, on behalf of which You are accepting the terms of this Agreement as its legal representative.
1.4 “Customer Data” 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 Users using the Service or Website, for integration, use, or other processing in or through the Service.
1.5 “Data Connection Software” means Palantir software provided for installation locally for Customer to connect Customer Data to the Service.
1.6 “Documentation” means any technical documentation for the Service made available in connection with the Service, including the technical documentation relevant to the Service available at https://www.palantir.com/docs/, updated from time to time at Palantir’s sole discretion.
1.7 “Intellectual Property Rights” means all rights, 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.
1.8 “Order Submission Form” means the web-based form filled out by You to include Customer’s information and specifying the Service and/or Professional Services (if applicable) to be provided hereunder and that is submitted by You on Customer’s behalf to Palantir.
1.9 “Palantir” means Palantir Technologies Inc., a Delaware corporation, except if a subsidiary thereof is specified on the Order Submission Form as the contracting entity, in which case “Palantir” means that subsidiary.
1.10 “Palantir Technology” means the Service, Documentation, Data Connection Software, Sample Materials, Website, 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.
1.11 “Palantir Privacy Policy” means any privacy-specific policies available on the Website and/or accessible through the Order Submission Form.
1.12 “Sample Materials” means any technology and materials provided or made available by Palantir to Customer for use with the Service, including sample code, software libraries, command line tools, data integration code, templates, and configuration files.
1.13 “Service” means software-as-a-service access to Palantir Foundry.
1.14 “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges, (including but not limited to, environmental or similar fees) duties, costs of compliance with export and import controls and regulations, and other governmental assessments , including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder.
1.15 “Third Party Content” means any third party data, services, or applications that interoperate with the Service which Palantir may, at Customer’s sole discretion, facilitate the use of in connection with the Service and subject to an independent agreement between Customer and such third party.
1.16 “Third Party Services” means third party services that Palantir may utilize in the provision of the Service as set forth in the Documentation (or as otherwise agreed by the Parties).
1.17 “Website” means WWW.PALANTIR.COM or any other Palantir-owned domains, including any subdomains of the foregoing, and all software, applications, products, content, and services provided by Palantir at or through the Website.
2. Provision of Service.
2.1 Service Access. Palantir shall make available the Service to Customer, subject to the condition precedent set forth in Section 2.8, during the applicable Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement and the Documentation for Customer’s internal business purposes, or (if applicable) as provided explicitly otherwise in an Order Submission Form.
2.2 Data Connection Software License. If applicable for use of the Service, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license to use the Data Connection Software for the sole purposes of using and connecting to the Service. Customer shall allow Palantir to access the Data Connection Software remotely as necessary to provide the Service.
2.3 Sample Materials License. Palantir may make available Sample Materials for use by Customer during the Term. If applicable, and subject to the condition precedent set forth in Section 2.8, Palantir grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license, to copy, modify, and use the Sample Materials solely to the extent necessary for Customer’s use of the Service.
2.4 Usage Data. Palantir may collect and use metrics, analytics, statistics, or other data related to Customer’s use of the Service (a) to provide and secure the Service for the benefit of Customer and (b) to analyze, maintain, support, and improve the Service (provided that in relation to (b) the data collected shall not include personal data or Customer Data).
2.5 Security. Palantir has established an Information Security Program (“ISP”) designed to ensure strong practical security controls, and compliance with industry best practice standards and frameworks. A comprehensive list of Palantir’s certifications can be found at https://www.palantir.com/information-security/ under “Compliance and Accreditation.” The Palantir ISP additionally is aligned with NIST 800-53, TSC (Trust Service Criteria), and CIS (Center for Internet Security) frameworks and management systems. Palantir will make available to Customer upon written request (no more frequently than once per calendar year) Palantir’s: (a) ISAE 3000/SSAE18 SOC2 TYPE II Report, (b) Penetration Test Attestation Letter, and (c) ISO 27001 Certificate. Palantir shall provide the above audit reports relating to Palantir’s operating practices and procedures to the extent relevant to the Service. Customer acknowledges that Palantir’s documentation noted in this Section and other related information are Palantir’s Confidential Information hereunder.
2.6 Service Levels and Support. During the Term, Palantir has no obligation to provide any support services under this Agreement. This Agreement does not give You or Customer any rights to any updates or upgrades to the Palantir Technology or to any extensions or enhancements to the Palantir Technology developed by Palantir at any time in the future. Palantir may offer support services separately. Any supplemental software code or related materials that Palantir provides to You or Customer as part of any support services are to be considered part of the Palantir Technology and are subject to the terms and conditions of this Agreement.
2.7 Professional Services. Palantir shall provide Customer with implementation, enablement, training, or other professional services as specified in the Order Submission Form, and subject to any fees thereunder (“Professional Services”). If the Order Submission Form specifies no Professional Services, Palantir may at its discretion (without an obligation to do so absent a separate agreement providing otherwise) provide Customer Professional Services. The performance of any Professional Services shall not affect ownership of the Palantir Technology and other materials provided by Palantir under this Agreement.
Palantir Compliance Requirements. As a condition precedent to granting Customer access to the Service under Section 2.1, or a license to the Data Connection Software and Sample Materials under Sections 2.2 and 2.3, respectively, Palantir must determine at its sole discretion that Customer has satisfied the Palantir Compliance requirements in the event that Palantir evaluates (at its sole discretion) whether Customer satisfies such Palantir Compliance Requirements. Palantir may evaluate Customer’s satisfaction of the Palantir Compliance Requirements at any time, including after the Customer has accessed the Service. Additionally, Customer’s continued access to the Service is conditioned upon Palantir’s determining, in its sole discretion, that Customer satisfies the Palantir Compliance Requirements. The “Palantir Compliance Requirements” is comprised of (but not limited to) Palantir determining (at its sole discretion) that performance under this Agreement with Customer would not likely (i) violate Palantir’s obligations under trade control regulations of the United States, including the U.S. Export Administration regulations, or other applicable export control laws in other jurisdictions, (ii) violate or otherwise breach Palantir’s contractual obligations with third parties, (iii) render Palantir in violation of laws prohibiting providing goods, support, or services to Specially Designated Nationals as defined by the United States Department of the Treasury, or persons subject to similar blocking or denied party prohibitions administered by a U.S. government agency, (iv) violate Palantir’s obligations under the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control, or (v) otherwise violate Palantir’s policies or values. Palantir reserves the right to amend the definition of Palantir Compliance Requirements at any time, as needed, and at its sole discretion.
3. Customer Use of Service.
3.1 Accounts. Customer may provision accounts to access the Service (“Accounts”) for its (a) employees, (b) contractors, (c) other users (including its Affiliates’ employees or contractors) specified in the Order Submission Form for the purposes authorized hereunder (collectively, “Users”). Customer shall be responsible for (i) administering Accounts; (ii) using industry standard security measures to protect Accounts (including, without limitation, using multi-factor authentication); and (iii) any activity on Accounts and the monitoring of such activity on Accounts (only to the extent that such monitoring does not violate any other term of this Agreement or applicable law). Customer shall immediately de-activate any Account upon becoming aware of the compromise or unauthorized use thereof (and in such case promptly notify Palantir of such compromise or unauthorized use), or upon Palantir’s reasonable request.
3.2 Data Protection. The Parties shall comply with the Palantir Data Protection Addendum (“DPA”) available at https://www.palantir.com/data-protection/agreement/3791/. Customer shall be solely responsible for the accuracy, content, and legality of Customer Data and shall ensure that any integration of Customer Data into the Service complies with applicable laws and regulations, including but not limited to data localization requirements.
4. Acceptable Use.
4.1 Applicable Laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 14.
4.2 Competitive Use. Customer will not use or access the Palantir Technology to directly or indirectly develop, create, improve, or inform a product or service similar to or competitive with any product or service offered by Palantir now or in the future.
4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
(a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; and
(b) Customer may not use or access the Service to perform any activities subject to the International Traffic in Arms Regulations (ITAR)_maintained by the United States Department of State, including without limitation, ingesting ITAR-controlled data.
4.4 Use of PII and/or PHI. If Customer uses or anticipates to use Personally Identifiable Information (“PII”), Personal Data, Personal Information, or Protected Health Information (“PHI”), as defined under applicable law, in connection with the Service, Customer will follow the relevant guidance and best practices for protecting sensitive data set out in documentation available at https://www.palantir.com/docs/foundry/security/overview/. For the avoidance of doubt, this Section does not grant Customer permission to use the foregoing information in connection with the Service if an Order Submission Form expressly prohibits or restricts such use.
4.5 Prohibited use-cases. Customer will not use or access the Palantir Technology for the following purposes:
(a) Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations;
(b) Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes;
(c) Influencing labor union organizing efforts;
(d) Facial recognition for surveillance workflows;
(e) Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing);
(f) Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals;
(g) Immigration enforcement, monitoring, or surveillance workflows;
(h) Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance);
(i) Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, controlled substances, or illicit substances;
(j) Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances;
(k) Employee monitoring (including but not limited to insider threat or insider trading workflows);
(l) Biometric identity verification workflows; or
(m) Social media data use, scraping, or collection.
4.6 Audit Rights. Customer agrees that Palantir may audit Customer’s use of the Service in order to verify Customer’s compliance with this Agreement, including but not limited to compliance with Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment). If Palantir becomes aware of or reasonably suspects any violation of this Agreement by Customer, upon provision of prior reasonable notice, Palantir may audit Customer’s compliance with this Agreement, Customer’s use of the Palantir Technology, and Customer’s software monitoring system(s) and records, provided such audit is conducted during Customer’s regular business hours. If Palantir reasonably believes such audit reveals that Customer has violated this Agreement, Palantir may exercise its termination rights pursuant to Section 8.3, and/or suspension of services rights pursuant to Section 8.5, as applicable, and Customer will be liable for the reasonable costs of the audit in addition to any other fees, damages, penalties, or remedies to which Palantir may be entitled under this Agreement and/or applicable law. For the avoidance of doubt, Palantir’s initiation of an audit is not necessarily a precondition of its exercise of termination rights pursuant to Section 8.3 or its exercise of its suspension of services rights pursuant to Section 8.5, if the conditions permitting exercise of the foregoing rights are met; Palantir’s decision to initiate an audit does not preclude its ability to exercise its rights pursuant to Section 8.3 or Section 8.5, if the conditions permitting exercise of the foregoing rights are met.
5. Proprietary Rights.
5.1 Customer Ownership. As between the Parties, Customer owns all rights, title, and interest, including all Intellectual Property Rights, in and to Customer Data and any modifications made thereto. Subject to the Agreement, Customer grants to Palantir a non-exclusive, worldwide, royalty-free right and license during the Term to process Customer Data solely to provide the Service and/or Professional Services. Customer further grants to Palantir a worldwide, perpetual, irrevocable, royalty-free right and license to use, distribute, disclose, and make and incorporate into the Palantir Technology any suggestions, enhancement request, recommendation, or other feedback provided by Customer or Users relating to the Palantir Technology.
5.2 Palantir Ownership. As between the Parties, Palantir owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Palantir Technology, and any other related documentation or materials provided by Palantir and any derivative works, modifications, or improvements of any of the foregoing (including without limitation all Intellectual Property Rights embodied in any of the foregoing). Except for the express rights granted herein, Palantir does not grant any other licenses or access, whether express or implied, or any ownership rights to any Palantir Technology, software, services, or Intellectual Property Rights.
5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.
6. Confidentiality. Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information of the other Party (the “Disclosing Party”), and shall not use such Confidential Information except for the purposes of this Agreement, and shall not disclose such Confidential Information to any third party other than disclosure on a need-to-know basis to the Receiving Party’s directors, employees, agents, attorneys, accountants, subcontractors, or other representatives who are each subject to obligations of confidentiality at least as restrictive as those herein (“Authorized Representatives”). The Receiving Party shall use at least the same degree of care as it uses to prevent disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may, without violating the obligations of the Agreement, disclose Confidential Information to the extent required by a valid court or government order, provided that the Receiving Party: (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) uses reasonable efforts to limit disclosure and to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order preventing or limiting the disclosure, while allowing the Disclosing Party to participate in the proceeding. “Confidential Information” means (i) in the case of Palantir, Palantir Technology (including any information relating thereto); (ii) in the case of Customer, Customer Data; and (iii) any other information which by the nature of the information disclosed or the manner of its disclosure would be understood by a reasonable person to be confidential, in each case, in any form (including without limitation electronic or oral) and whether furnished before, on, or after the Effective Date; provided, however, that Confidential Information shall not include any information that (1) is or becomes part of the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (2) is known to the Receiving Party at the earlier of the Effective Date or the time of disclosure by the Disclosing Party (as evidenced by written records) without an obligation to keep it confidential; (3) was rightfully disclosed to the Receiving Party prior to the Effective Date from another source without any breach of confidentiality by the third party discloser and without restriction on disclosure or use; or (4) the Receiving Party can document by written evidence that such information was independently developed without any use of or reference to Confidential Information. The Receiving Party shall be liable for any breaches of this Section by any person or entity to which the Receiving Party is permitted to disclose Confidential Information pursuant to this Section. The Receiving Party’s obligations with respect to Confidential Information shall survive termination of this Agreement for five (5) years; provided, that the Receiving Party’s obligations hereunder shall survive termination and continue in perpetuity, or as long as permitted by applicable law, with respect to any Confidential Information that is a trade secret under applicable law.
7. Fees and Payment; Taxes. The Service is deemed delivered upon the provision of access to Customer or for Customer’s benefit. If there are fixed fees set forth in the Order Submission Form, such fees will be invoiced and payable on an upfront basis, or as otherwise set forth in the Order Submission Form. Any usage-based fees set forth in the Order Submission Form, including if payable in excess of any applicable included usage specified in the Order Submission Form, will be calculated in accordance with the usage rates set forth in the Order Submission Form (as applicable) and invoiced and payable quarterly in arrears, or as otherwise set forth in the Order Submission Form. All payments shall be made via wire transfer to an account designated by Palantir in the currency set forth on the corresponding invoice, or any other payment method agreed upon by the Parties and as set forth on the corresponding invoice, within thirty (30) days after the date of issuance of Palantir’s invoice . Any late payments shall be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount of interest allowed by applicable law. Unless otherwise stated in the Order Submission Form, fees are exclusive of applicable Taxes (except taxes on or measured by the net income of Palantir). Customer shall be responsible for all Taxes arising under this Agreement so that after payment of such Taxes the amount Palantir receives is not less than the fees set forth in the Order Submission Form. In the event a double taxation treaty applies, which provides a zero or reduced withholding tax rate, Customer agrees (a) not to withhold taxes in case of a zero withholding tax rate or (b) to withhold at the reduced tax rate in accordance with the double taxation treaty.
8. Term and Termination; Suspension.
8.1 Term. Unless specified otherwise in the Order Submission Form, this Agreement is effective as of the Effective Date and shall continue in effect for twelve (12) months from the Effective Date (the “Initial Term”), unless otherwise terminated as provided herein. “Term” shall mean the Initial Term together with any subsequent Renewal Terms (if applicable, as defined below); except, if specified in the Order Submission Form, “Term” shall mean the period from the Effective Date until the expiration of the term as specified in the Order Submission Form.
8.2 Automatic Renewal. This Agreement shall automatically renew for successive periods of twelve (12) months commencing on the date of expiration of the Initial Term (each a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice to the other Party of an intent not to renew prior to the expiration of the then-active Initial Term or Renewal Term (as applicable). If the Order Submission Form specifies a term or expiration different from that set forth in the foregoing sentence, then the Agreement is effective as of the Effective Date and shall continue in effect until expiration of the term as specified in the Order Submission Form.
8.3 Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party or (b) if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.
8.4 Effect of Termination. Upon any termination or expiration of this Agreement, except as specifically set forth below, all Customer’s rights, access, and licenses granted to Palantir Technology shall immediately cease and Customer shall promptly return or destroy all Data Connection Software, Sample Materials, and Documentation, and all other Palantir Confidential Information, and, upon written request, certify its compliance with the foregoing to Palantir in writing within ten (10) days of such request. Upon termination or expiration of this Agreement, if requested by Customer, Customer shall, subject to the terms of this Agreement, have access to the Service for thirty (30) days solely for the purpose of retrieving Customer Data. Palantir shall thereafter delete all Customer Data. Notwithstanding the foregoing, Palantir shall retain, subject to the other terms of this Agreement, and solely for security purposes, usage information and metadata related to the security of the Service, excluding Customer Data (except for security-related information such as IP addresses, usernames, log-in attempts, and search queries), for a period of two (2) years following the last event logged. No termination or expiration of this Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Sections 1, 4 (excluding Section 4.5), 5, 6, 7, 8, 9, 10, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.
8.5 Suspension of Services. If Palantir reasonably determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension.
9. Indemnification.
9.1 Palantir Indemnification. Palantir shall defend Customer against any claim of infringement or violation of any Intellectual Property Rights asserted against Customer by a third party based upon Customer’s use of Palantir Technology in accordance with the terms of this Agreement and indemnify and hold harmless Customer from and against reasonable costs, attorneys’ fees, and damages, if any, finally awarded against Customer pursuant to a non-appealable order by a court of competent jurisdiction in such claim or settlement entered into by Palantir. If Customer’s use of any of the Palantir Technology is, or in Palantir’s opinion is likely to be, enjoined by a court of competent jurisdiction due to the type of infringement specified above, or if required by settlement approved by Palantir in writing, Palantir may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Palantir Technology; or (c) if Palantir reasonably determines that options (a) and (b) are commercially impracticable, terminate this Agreement and refund to Customer a pro-rated portion of the fees paid hereunder for the terminated Palantir Technology that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The foregoing indemnification obligations of Palantir shall not apply: (i) if Palantir Technology is modified by or at the direction of Customer or Users, but only to the extent the alleged infringement would not have occurred but for such modification; (ii) if Palantir Technology is combined with non-Palantir products not authorized by Palantir, but only to the extent the alleged infringement would not have occurred but for such combination; (iii) to any unauthorized use of Palantir Technology, any use that is not consistent with the Documentation, any use that violates Section 4 (Acceptable Use), or use during any period of suspension (as set forth in Section 8.5); (iv) to any Customer Data; or (v) to any non-Palantir products or services.
9.2 Customer Indemnification. Customer shall defend Palantir against any third party claim asserted against Palantir arising from or relating to (a) Customer’s violation of applicable law, (b) Customer Data, (c) Customer’s breach of the DPA, (d) Customer’s breach of Section 4 (Acceptable Use), (e) Customer’s breach of Section 5.3 (Restrictions), or (f) any Customer-offered product or service (except if such claim is attributable to the Service as offered by Palantir) and indemnify and hold harmless Palantir from and against related costs, attorneys’ fees, and damages, if any, issued by a competent authority or finally awarded pursuant to a non-appealable order.
9.3 Indemnification Procedure. The obligations of the indemnifying Party shall be conditioned upon the indemnified Party providing the indemnifying Party with: (a) prompt written notice (in no event to exceed twenty (20) days) of any claim, suit, or demand of which it becomes aware; (b) the right to assume the exclusive defense and control of any matter that is subject to indemnification (provided that the indemnifying Party will not settle any claim unless it unconditionally releases the indemnified Party of all liability and does not admit fault or wrongdoing by the indemnified Party); and (c) cooperation with any reasonable requests assisting the indemnifying Party’s defense and settlement (at the indemnifying Party’s expense). This Section sets forth each Party’s sole liability and obligation and the sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement.
10.1 Palantir Warranty. Palantir warrants that during the Term (a) the Service will be provided substantially in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner. In the event of a breach of an above warranty, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. This warranty shall not apply to the extent such breach is caused by Customer Data or misuse or unauthorized modification of the Service (including but not limited to Customer’s violation of Section 4 (Acceptable Use)) or any Customer selected hardware used in connection with the Service. In the event of 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 a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination.
10.2 Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE, 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 PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Customer Warranty. Customer warrants that (a) Customer has provided all necessary notifications and obtained all necessary consents, authorizations, approvals, and/or agreements as required by any applicable laws or policies, and has informed Palantir of any obligations applicable to Palantir’s processing of Customer Data, in order to enable Palantir to process Customer Data, including personal data, according to the scope, purpose, and instructions specified by Customer and that Customer will not direct the processing of Customer Data by Palantir in violation any laws or regulations (including localization requirements) or rights of third parties; (b) it will not use the Service for any unauthorized or illegal purposes; and (c) it will not upload or import Customer Data to the Service requiring additional documentation without first executing such documentation. All Customer Data that Customer integrates, uses, or otherwise makes available in or through use of the Service 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.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
13. Dispute Resolution. Any dispute, controversy, or claim arising from or relating to this Agreement, including arbitrability, that cannot be resolved following good faith discussions within sixty (60) days after notice of a dispute shall be finally settled by arbitration. If Customer is located in the Americas, then the governing law shall be the substantive laws of the State of New York, without regard to conflicts of law provisions thereof, and arbitration shall be administered in New York, New York, United States under the Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and the Federal Rules of Evidence (notwithstanding JAMS Rule 22(d) or any other JAMS Rule to the contrary). If Customer is located outside of the Americas, then the governing law shall be the substantive laws of England and Wales, without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and arbitration shall be administered in London, United Kingdom under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). 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) the Party instituting the action shall seek an order to file the action under seal (or at a minimum do so for any filings containing Confidential Information or trade secrets) in order to limit disclosure as provided in Section 6 of this Agreement; and (b) a permanent injunction and damages shall only be awarded by the arbitrator(s).
14. Agreement Updates.
14.1 Updates to this Agreement. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement at least sixty (60) days prior to the expiration of the then-active Term by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Any amendments to this Agreement will become effective at the beginning of the Renewal Term immediately following the then-active Term. Customer’s continued use of the Palantir Technology within thirty (30) days of the expiration of the then-active Term constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.
14.2 Pricing Updates. In the event of a price modification, Palantir will notify Customer in writing of such price increase at least sixty (60) days prior to the expiration of the then-active Term, and the price modification will only take effect at the beginning of the Renewal Term immediately following the then-active Term.
15 Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1200 17th Street, Floor 15, Denver, CO 80202 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. For the avoidance of doubt, nothing in this Agreement shall be construed to create a joint venture, employment, partnership, strategic alliance, formal alliance, or strategic partnership relationship between the Parties. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.
COUNTRY-SPECIFIC ADDENDUM
For Customers located in any of the countries identified in this Country-Specific Addendum (the “Addendum”) and for whom the Palantir Terms of Service (“Terms of Service”) will not be governed by New York law (for example, because the choice of law provision in Section 13 of the Terms of Service will be ineffective under applicable law), the following country-specific provisions below will replace or supplement the equivalent provisions in the Terms of Service as noted. Capitalized terms used in this Addendum not defined herein shall have the same meaning provided to them in the Terms of Service.
AUSTRALIA
1. Palantir Warranty and Disclaimer. The following Section 10.3 shall be added to the Terms of Service immediately following Section 10.2 therein:
“10.3 Additional terms for Australian Customers. If Customer is located in Australia and the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Palantir in connection with this Agreement, and Palantir’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Sections 10,2 and 12 of this Agreement (and any inconsistent limitation or exclusion expressed elsewhere in this Agreement do not apply to that liability and instead the Palantir’s liability for such failure is limited to (at the election of Palantir): (a) in the case of a supply of goods, Palantir replacing the goods or paying the cost of having the goods repaired or replaced or supplying equivalent goods or repairing the goods; or (b) in the case of a supply of services, Palantir supplying the services again or paying the cost of having the services supplied again.”
CANADA
1. Export Controls. Section 4.3 of the Terms of Service shall be replaced with the following:
“4.3 Export Controls. The Palantir Technology may be subject to trade control regulations of the United States, such as the U.S. Export Administration Regulations, or other export control laws applicable in other jurisdictions, including the export and sanctions laws and regulations referenced in Section 15 of this Agreement. Except to the extent such restriction is prohibited by an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer may not use the Palantir Technology in violation of export control or other trade controls of the United States or any other applicable jurisdiction. This includes, without limitation, the following prohibitions:
a) Customer may not use or access the Service if Customer is or are working on behalf of a Specially Designated National as defined by the United States Department of the Treasury or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.”
2. Proprietary Rights. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of sending any commercial electronic message to an electronic address in violation of An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) or otherwise engage in any activity in violation of CASL, or use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227) and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
3. Miscellaneous. Section 15 of the Terms of Service shall be replaced with the following:
“15.Miscellaneous. Palantir shall provide the Service and Professional Services consistent with laws and regulations applicable to Palantir’s provision of such Service and Professional Services generally, including but not limited to, regarding data protection and international transfers of personal data, without regard to Customer’s specific utilization of the Service except to the extent set forth in the Order Submission Form, and subject to Customer’s compliance with this Agreement. Except with Palantir’s prior written consent, neither this Agreement nor the access or licenses granted hereunder may be assigned, transferred, or sublicensed by Customer, including, without limitation, pursuant to a change of control of Customer or sale of all or substantially all of the assets of Customer; any attempt to do so shall be void. Palantir may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Palantir may terminate this Agreement in the event of a change of control of Customer or sale of all or substantially all of the assets of Customer. Palantir may subcontract this Agreement or portions thereof. Any notice required or permitted hereunder shall be in writing to Customer at the address(es) set forth in the Order Submission Form and if by email, notifications to Palantir shall be sent to legalnotices@palantir.com or 1555 Blake Street, Suite 250, Denver, CO 8020 (ATTN: Legal). 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. No waiver of any breach shall be deemed a waiver of any subsequent breach. The Service and Professional Services are subject to control under U.S. export and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) administered by the Department of Commerce’s Bureau of Industry and Security (“BIS”) and embargo and sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). The Service controlled under 5D002.c.1, ENC. Except to the extent prohibited to do so under an Order issued under the Foreign Extraterritorial Measures Act (Canada), Customer shall ensure that all exports, reexports, transfers, end-uses, and Users of the Service comply with the export and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation those of the U.S. Bureau of Industry & Security and the Office of Foreign Assets Control. Customer represents that it is not subject to restrictions under any U.S. government restricted end user lists, and that it is not 50% or more, directly or indirectly, owned or controlled by any individuals or entities identified on such lists. Customer will immediately notify Palantir if Customer becomes subject to any such restrictions. Customer shall refrain from taking any action that causes Palantir to violate applicable export and sanctions laws and regulations. Except for the obligation to pay money, neither Party will be liable for any failure or delay under this Agreement due to any cause beyond its reasonable control, including without limitation acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, telecommunications, or hosting service provider, computer attacks, or malicious acts; provided that the delayed Party: (a) gives the other Party prompt notice of such cause; and (b) uses commercially reasonable efforts promptly to correct such failure or delay in performance. Palantir has the right to immediately suspend access to the Service: (a) if Customer is in material breach of this Agreement; (b) to prevent a security incident impacting Customer, Customer Content, or the Service; or (c) if continued access would violate applicable laws or if required to do so pursuant to applicable law or regulation or requests or orders of governmental, regulatory, or judicial authorities. There are no third party beneficiaries under this Agreement, whether express or implied. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event of a conflict between these Terms of Service and any Order Submission Forms or exhibit, the terms of such Order Submission Form or exhibit will prevail. 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.”
FRANCE
1. Acceptable Use. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1Applicable laws. Your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable in the jurisdiction in which You or Customer are located, in which any natural persons who can be identified (directly or indirectly) by reference to the Customer Data (each, a “Data Subject”) is located, or in which Customer Data is stored and it is solely Your and Customer’s responsibility for ensuring such compliance.”
2. Limitation of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT LOSS DAMAGES, INCLUDING, WITHOUT LIMITATION, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO REPUTATION, WORK STOPPAGE, DATA LOSS AND/OR ALTERATION, COMPUTER FAILURE, DELAY OR MALFUNCTION, REGARDLESS OF THE FORM OF ACTION (WHETHER ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.”
GERMANY
1. Compliance with Applicable laws. Section 4.1 of the Terms of Service shall be replaced with the following:
“4.1 Applicable laws. You shall ensure that your and Customer’s access and use of the Service and Website, will not violate applicable laws of the United States or other laws applicable to You or Customer. In case either of the Parties is a German resident as defined by German foreign trade law, this obligation applies only with regard to export control laws and regulations enacted by the European Union or the Federal Republic of Germany and to export control laws and regulations other than those enacted by the European Union or the Federal Republic of Germany under the condition that economic sanctions have also been imposed by the Security Council of the United Nations, the Council of the European Union or the Federal Republic of Germany. Palantir may from time to time make available acceptable use policies, community guidelines, or similar policies, which shall become part of this Agreement pursuant to the updates policy set forth in Section 13.”
2. Palantir Warranty and Disclaimer. Section 10.1 of the Terms of Service shall be replaced with the following, and Section 10.2 of the Terms of Service shall renumbered as Section 10.7:
“10. Palantir Warranty.
10.1 Palantir shall ensure the functional and operational performance of the Service in accordance with the terms of this Agreement. In particular, (a) the Service will be provided in accordance with the applicable Documentation and (b) the Professional Services will be provided in a professional and workmanlike manner during the Term. Subject to the subsequent clauses, Customer’s rights to make a warranty claim in case of faults shall be as if the statutory regulations on warranty (in particular, warranty rules of tenancy law under German law) apply.
10.2 This warranty shall not apply (i) in the case of only insignificant deviation from the agreed quality or only insignificant impairment of the usability of the Service; (ii) if Customer does not report a defect immediately and Palantir was unable to remedy the defect as a result of the failure to report the defect immediately; or (iii) if Customer is aware of the defect at the time of conclusion of the contract and has not reserved his rights.
10.3 Further, this warranty shall not apply to the extent (i) a breach of the warranty is caused by any incorrect use of the Service by Customer, (ii) such breach is caused by Customer’s misuse or unauthorized modification of the Service, (iii) such breach is caused by any use of the Service contrary to any conditions of use provided for the Service and specified in the applicable Documentation, (iv) such breach is caused by any violation of Section 4 (Acceptable Use), and (v) to the extent such breach is caused by any use of Customer selected hardware or software used in connection with the Service which is not suitable for the use with the Service.
10.4 Insofar as a defect has been reported by the Customer and the Customer's warranty claims are not excluded, Palantir is obliged to remedy the defect within a reasonable period of time - through measures of its own choice. Customer shall give Palantir reasonable time and opportunity to remedy the defect. Palantir's employees and agents shall be granted free access to Customer's systems for this purpose, insofar as this is necessary.
10.5 In the event of impossibility or failure to remedy the defect, culpable or unreasonable delay or serious and final refusal to remedy the defect by Palantir or in other cases in which the remedy of the defect would be unreasonable for the Customer, the Customer shall in particular be entitled to reduce the fee owed in accordance with the extent of the impairment (“Minderung”). The user is not entitled to assert a claim for reduction by independently deducting the amount of the reduction from the fee to be paid on an ongoing basis; the user's right under the law of enrichment (“bereicherungsrechtlicher Anspruch”) to reclaim the overpaid part of the fee remains unaffected by this.
10.6 In case Palantir has, in the event of a breach of the warranty, not been able to remedy the defect within a reasonable period of time as set out above, Customer may give Palantir written notice of termination of this Agreement, which termination will be effective thirty (30) days after Palantir’s receipt of the notice, unless Palantir is able to remedy the breach prior to the effective date of termination. In the event of termination of this Agreement pursuant to Customer’s exercise of its right under this Section, Customer shall be entitled to receive from Palantir, a refund of a pro-rated portion of the fees paid hereunder that reflects the remaining portion of the Term (or, Initial Term or Renewal Term, if and as applicable) active at the time of termination. The Customer’s right to claim damages in accordance with this Agreement remains unaffected.“
3. Limitations of Liability. Section 12 of the Terms of Service shall be replaced with the following:
“12. Limitations of Liability. In all cases of contractual and non-contractual liability, Palantir’s liability shall be limited to damages or replacement of futile expenses only to the following extent:
12.1 In the event of intent or gross negligence, Palantir’s liability shall be in line with and not exceed the limits permitted according to the statutory provisions. The same shall apply in the event of culpably caused damages resulting from an injury to life, body or health, in the event of damages resulting from a guarantee as to quality (“Beschaffenheitsgarantie”), as well as in the event of defaults concealed fraudulently (“arglistig verschwiegende Mängel”).
12.2 In an event of slight negligence, Palantir’s liability shall be limited to breaches of a contractual core duty. A contractual core duty is an obligation whose fulfilment makes the implementation of an agreement possible in the first place and on the fulfilment of which the contractual partner may therefore generally rely. Liability in case of slightly negligent infringement of any such contractual core duty shall be limited to the amount of damage which was foreseeable at the time of conclusion of the agreement and typical taking into account the nature of the contract (“vorhersehbarer und vertragstypischer Schaden”).
12.3 The above liability restrictions shall also apply in favour of the representatives, employees and vicarious agents of Palantir.
12.4 The above liability restrictions shall not apply to applicable mandatory statutory liability provisions which cannot be derogated from by agreement.
12.5 Any liability of Palantir for lost data shall be limited to compensatory damages in the amount necessary for restoration of the data using electronic backup media. The obligation of Customer to back-up data on a regular basis according to the state of the art shall remain unaffected thereby.
12.6 All other liability shall be excluded.”
ITALY AND SPAIN
1. Suspension of Services. Section 8.5 of the Terms of Service shall be replaced with the following:
“8.5.Suspension of Services. If Palantir determines that: (a) You do not have authorization to bind Customer to this Agreement on Customer’s behalf (in violation of the express representation and warranty in the preamble of this Agreement); (b) Customer’s use of the Service or Website violates applicable law or otherwise violates a material term of this Agreement (including Section 3.2 (Data Protection), Section 4 (Acceptable Use), Section 5.3 (Restrictions), Section 6 (Confidentiality), and Section 7 (Fees and Payment)); (c) Customer does not satisfy the Palantir Compliance Requirements; or (d) Customer has breached any of the warranties set forth in Section 11, Palantir reserves the right to disable, suspend, or terminate Customer’s access to all or any part of the Website and/or the Palantir Technology. Palantir will notify Customer of such disabling, suspension, or termination concurrent or prior to such suspension. Section 8.3 (a) above shall apply in case the reason of the suspension is a breach capable of being remedied. Should Customer fail to remedy the breach within the assigned term, then Palantir shall be entitled to terminate the Agreement. In all other cases, the notice of suspension delivered by Palantir shall be intended as an immediate termination notice.”
2. Agreement Updates. Section 14 of the Terms of Services shall be replaced with the following:
“14.Agreement Updates. Palantir reserves the right to amend this Agreement at any time and will update this Agreement in the event of any such amendments. Palantir will notify Customer of ex-post changes to this Agreement, such as price increases, at least sixty (60) days prior to the change taking effect by posting a notice on the Website and/or sending an email to the primary email address specified in an applicable Order Submission Form or on Customer’s Account. Customer’s continued use of the Palantir Technology thirty (30) days or more after receipt of the notification by Palantir constitutes agreement to those revisions of this Agreement. For any other modifications, Customer’s continued use of the Palantir Technology constitutes agreement to our revisions of this Agreement. Further to the receipt of the notification by Palantir, Customer shall be entitled to terminate the Agreement, by providing written notice thereof to Palantir, starting from the date the amended terms of the Agreement enter into force, and shall continue to be bound by this Agreement until termination is effective. Palantir reserves the right at any time and from time to time to modify (including the deprecation of functionality or tools), temporarily or permanently, the Palantir Technology (or any part thereof) with or without notice.”
3. Burdensome Terms. A new Section 16 shall be added to the Terms of Services and contain the following:
“16.Burdensome Terms. In case a Customer or a Customer’s User is based in Italy or Spain, the Customer, in addition to the signature and acceptance of the Agreement, expressly acknowledges and accepts the following terms of this Agreement: 2.6 “Service Levels and Support”; 2.8 “Palantir Compliance Requirements”; 4.1 “Applicable laws”; 5.3 “Restrictions”; 7. “Fees and Payment; Taxes”; 8.1 “Term”; 8.2 “Termination for Cause”; 8.4 “Effect of Termination”; 8.5 “Suspension of Services”; 9.1 “Palantir Indemnification”; 9.3 “Indemnification Procedure”; 10.1 “Palantir Warranty”; 10.2 “Disclaimer”; 12 “Limitations of Liability”; 13 “Dispute Resolution” ; 14 “Agreement Updates”.”
SINGAPORE
4. Restrictions. Section 5.3 of the Terms of Services shall be replaced with the following:
“5.3Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws, codes or guidelines issued by local governmental authorities, prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
5. Termination for Cause. Section 8.3 of the Terms of Service shall be replaced with the following:
“8.3Termination for Cause. Without limiting either Party’s other rights, either Party may terminate this Agreement for cause (a) in the event of any material breach by the other Party of any provision of this Agreement (including the non-payment of fees) and failure to remedy the breach (and provide reasonable written notice of such remedy to the non-breaching Party) within thirty (30) days following written notice of such breach from the non-breaching Party, (b) in the event of any non-curable material breach of the Agreement by the other Party, or (c) to the extent permissible under applicable law, if the other Party seeks protection under any bankruptcy, receivership or similar proceeding or such proceeding is instituted against that Party and not dismissed within ninety (90) days. Except where an exclusive remedy is specified in this Agreement, the exercise by either Party of the right to terminate under this provision shall be without prejudice to any other remedies it may have under this Agreement or by law. In the event of termination of this Agreement by Customer for cause pursuant to Section 8.3(a) or by Palantir for Customer’s failure to satisfy the Palantir Compliance Requirements as set forth in Section 8.5(c) (Suspension of Services), Palantir shall provide a pro-rated refund of any fees pre-paid for Services not utilized as of the effective date of termination.”
SWITZERLAND
1. Restrictions. Section 5.3 of the Terms of Service shall be replaced with the following:
“5.3 Restrictions. Customer will not (and will not allow any third party to): (a) gain or attempt to gain unauthorized access to the Service or Website or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Service or Website; (b) interfere with or disrupt the integrity or performance of the Service or Website; (c) access or attempt to gain access to another customer’s data; (d) adversely impact the ability of other customers to use the Service; (e) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs through the Service or Website; (f) decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of any Palantir Technology (except to the extent that applicable law expressly prohibits such a reverse engineering restriction, and in such case only upon prior written notice to Palantir); (g) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Service for the benefit of any third party; (h) use the Service or Website for any purpose that is not expressly permitted by this Agreement; (i) list or otherwise display or copy any code of any Palantir Technology, except for Sample Materials to the extent necessary for Customer’s use of the Service; (j) copy any Palantir Technology (or component thereof) or develop any improvement, modification, or derivative work thereof, except for Sample Materials to the extent necessary for Customer’s use of the Service; (k) include any portion of any Palantir Technology in any other service, equipment, or item; (l) 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 Palantir Technology (or any portion thereof) or any Palantir technical data; (m) perform penetration tests on the Service unless authorized by Palantir; (n) use, evaluate, or view the Palantir Technology for the purpose of 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 of the Palantir Technology; (o) remove, obscure, or alter, or otherwise violate the terms of any copyright notice, trademarks, logos, and trade names and any other notices (including third party open source or similar licenses) or identifications that appear on or in any Palantir Technology and any associated media; (p) use the Website or Palantir Technology to engage in or advance any fraud or misrepresentation (including but not limited to providing fraudulent or misleading information in response to the Order Submission Form); or (q) use or access the Service for the purposes of engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Swiss Criminal Code, the Swiss Unfair Competition Act, the Swiss Telecommunications Act, and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications. Notwithstanding the foregoing, or any statement to the contrary herein, Third Party Content may be made available with notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Customer hereby agrees to be bound by and fully comply with all such licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such Third Party Content.”
UNITED KINGDOM
1. Disclaimer. If Customer is a natural person, Section 10.2 of the Terms of Service shall be replaced with the following:
“10.2Disclaimer. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN , THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND PALANTIR AND ITS SUPPLIERS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL CONDITIONS, WARRANTIES AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES PROVIDED HEREUNDER OR OTHERWISE THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, PALANTIR DOES NOT WARRANT THAT THE PALANTIR TECHNOLOGY AND PROFESSIONAL SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. PALANTIR IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. PALANTIR DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PALANTIR IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.”
2. Limitation of Liability. If Customer is a natural person, Section 12 of the Terms of Service shall be replaced with the following:
“12.Limitations of Liability. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.”
3. Dispute Resolution. If Customer is a natural person, Section 13 of the Terms of Service shall be replaced with the following:
“13. Dispute Resolution. Any dispute, controversy, or claim arising from or relating to this Agreement, including arbitrability, that is for an amount exceeding five thousand Great British Pounds (5,000 GBP) that cannot be resolved following good faith discussions within sixty (60) days after notice of a dispute shall be finally settled by arbitration. If Customer is located in the Americas, then the governing law shall be the substantive laws of the State of New York, without regard to conflicts of law provisions thereof, and arbitration shall be administered in New York, New York, United States under the Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and the Federal Rules of Evidence (notwithstanding JAMS Rule 22(d) or any other JAMS Rule to the contrary). If Customer is located outside of the Americas, then the governing law shall be the substantive laws of England and Wales, without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and arbitration shall be administered in London, United Kingdom under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). 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) the Party instituting the action shall seek an order to file the action under seal (or at a minimum do so for any filings containing Confidential Information or trade secrets) in order to limit disclosure as provided in Section 6 of this Agreement; and (b) a permanent injunction and damages shall only be awarded by the arbitrator(s). Any dispute, controversy, or claim arising from or relating to this Agreement that is not required to be referred to arbitration pursuant to the foregoing shall be referred to the Courts of England and Wales, and the governing law shall be the substantive laws of England and Wales, without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods."
Use Case Restrictions (Legacy Self-Service)
Effective May 1st 2024
DownloadTable of Contents
PALANTIR USE CASE RESTRICTIONS
By selecting “I Agree”, where such option is made available, or by using the Palantir Foundry Platform (or any Palantir Technology), you and the Customer you represent agree to abide by the following use case restrictions. Any capitalized terms not defined in these Use Case Restrictions will have the meaning provided to them in the Palantir Terms of Service.
In accordance with the Palantir Terms of Service, you and the Customer you represent will not use the platform for the following purposes:
- Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations
- Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes
- Influencing labor union organizing efforts
- Facial recognition for surveillance workflows
- Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing)
- Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals
- Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance)
- Immigration enforcement, monitoring, or surveillance workflows
- Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, or controlled or illicit substances
- Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances
- Employee monitoring (including but not limited to insider threat or insider trading workflows)
- Biometric identity verification workflows
- Social media data use, scraping, or collection
- Engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications
- Clinical judgment or decision making, medical advice, diagnostic or therapeutic purposes, and/or as a medical device or accessory (as defined by the applicable law).
Effective February 1st 2024 to May 1st 2024
DownloadTable of Contents
PALANTIR USE CASE RESTRICTIONS
By selecting “I Agree”, where such option is made available, or by using the Palantir Foundry Platform (or any Palantir Technology), you and the Customer you represent agree to abide by the following use case restrictions. Any capitalized terms not defined in these Use Case Restrictions will have the meaning provided to them in the Palantir Terms of Service.
In accordance with the Palantir Terms of Service, you and the Customer you represent will not use the platform for the following purposes:
- Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations
- Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes
- Influencing labor union organizing efforts
- Facial recognition for surveillance workflows
- Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing)
- Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals
- Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance)
- Immigration enforcement, monitoring, or surveillance workflows
- Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, or controlled or illicit substances
- Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances
- Employee monitoring (including but not limited to insider threat or insider trading workflows)
- Biometric identity verification workflows
- Social media data use, scraping, or collection
- Engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications
- Clinical judgment or decision making, medical advice, diagnostic or therapeutic purposes, and/or as a medical device or accessory (as defined by the applicable law).
Effective February 2nd 2023 to February 1st 2024
DownloadTable of Contents
PALANTIR USE CASE RESTRICTIONS
Version 1.2 – January 30, 2023
By selecting “I Agree”, where such option is made available, or by using the Palantir Foundry Platform (or any Palantir Technology), you and the Customer you represent agree to abide by the following use case restrictions. Any capitalized terms not defined in these Use Case Restrictions will have the meaning provided to them in the Palantir Terms of Service.
In accordance with the Palantir Terms of Service, you and the Customer you represent will not use the platform for the following purposes:
- Promoting, supporting, assisting, or opposing political parties, committees, campaigns, or organizations
- Offensive cyber purposes, including but not limited to, using or accessing the Palantir Technology for the purposes of accessing without authorization or attempting to gain unauthorized access to third-party servers, databases, computer systems, or data, and using or accessing the Palantir Technology for or on behalf of entities (including state actors) intending to accomplish the latter purposes
- Influencing labor union organizing efforts
- Facial recognition for surveillance workflows
- Law enforcement and government workflows (including but not limited to investigative watchlists and predictive policing)
- Mobility tracking workflows that collect, monitor, or track the physical movement of identifiable individuals
- Video analysis workflows (including but not limited to use in connection with CCTV monitoring and surveillance)
- Immigration enforcement, monitoring, or surveillance workflows
- Promoting, distributing, developing, manufacturing, selling, providing, policing, regulating, or other activities related to tobacco, gambling, or controlled or illicit substances
- Predatory targeting including but not limited to workflows related to or involving gambling, tobacco, alcohol, or controlled or illicit substances
- Employee monitoring (including but not limited to insider threat or insider trading workflows)
- Biometric identity verification workflows
- Social media data use, scraping, or collection
- Engaging in or supporting spamming activities or communications, or marketing activities or communications in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and all other applicable laws prohibiting spam or otherwise governing transmission of marketing materials and/or communications
Data Protection Addendum (Enterprise Self Service)
Effective May 2nd 2024
DownloadTable of Contents
PALANTIR DATA PROTECTION ADDENDUM (“DPA”)
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS DPA, THAT YOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The customer agreeing to the terms of this DPA (“Customer”) and the Palantir Technologies entity that is the signatory to the Agreement (“Palantir”; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (such as the Palantir Terms of Service and Order Form) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”). This DPA supplements, is incorporated into, and forms part of the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer under the Agreement. Any capitalized terms used but not defined in this DPA shall have the meaning provided in the Agreement. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the terms and conditions in this DPA shall prevail and control.
1 DEFINITIONS
1.1 The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity. In respect of Palantir, Affiliate shall include, without being limited to, all entities listed in Exhibit A, Part II and any other Palantir affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit D of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “controller” “business” and any other similar or equivalent terms under applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach, as defined by applicable Data Protection Laws, of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means a competent authority responsible for enforcing the application of the relevant Data Protection Laws, and includes, as applicable, any data protection authority, privacy regulator, supervisory authority, Attorney General, state privacy agency or any governmental body or agency enforcing Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, consumer privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement, such as:
- California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”);
- California Privacy Rights Act of 2020 (“CPRA”);
- Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”);
- The EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”); and
- The Switzerland Federal Data Protection act of 19 June 1992 as replaced and/or updated from time to time (“FDP”).
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws to ensure an organization's compliance with Data Protection Laws and cooperate with the Data Protection Authorities;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates, and includes, as applicable, the term “consumer” and any other similar or equivalent terms under Applicable Data Protection Laws;
- “DPA Effective Date” means the Effective Date of the Agreement;
- “EEA” means the European Economic Area;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated or receiving similar treatment as “personal data”, “personal information”, “personally identifiable information” or any similar, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. The terms “process”, “processes” and “processed” will be interpreted accordingly;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the terms “processor”, “service provider” and any equivalent or similar terms that address the same, or similar, responsibilities under applicable Data Protection Laws;
- “Request” means a request from a Data Subject or anyone acting on their behalf to exercise their rights under Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) without implementing safeguards such as the Standard Contractual Clauses to be established under clause 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration.
- “Service” shall have the meaning as set out in the Agreement and this DPA.
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions in which no money is exchanged;
- “Subprocessor” means any processor or service provider who processes personal data on behalf of Palantir for the purpose of providing the Service as set out in the Agreement, Exhibit A and any other relevant applicable exhibits of this DPA.
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting country from time to time to legitimise exports of Personal Data from that country, or (b) where the applicable exporting country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs shall apply- in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under applicable Data Protection Laws.
2 TERM
2.1 This DPA will take effect from the DPA Effective Date and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
3.1 This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer when in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the provisions in this DPA shall prevail and control.
4 ROLE OF THE PARTIES
4.1 Customer and any relevant Customer Affiliate, hereby appoints and instructs Palantir as a Processor, or Sub-Processor as applicable, of the Customer Personal Data. Accordingly, the Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Customer Personal Data under the Agreement.
4.2 As between the Parties, Customer shall be liable and responsible as the Controller (or Processor, if Customer is Processing Personal Data with the Service for a third party Controller) and Palantir shall be liable and responsible as the Processor (or Subprocessor), in respect of Customer Personal Data. In the event that Customer acts as a Processor (or Subprocessor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions (as defined below) on behalf of the Controller in relation to Customer Personal Data.
4.3 The subject matter and details of Processing are described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing) and any other relevant exhibits for applicable additional Services.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any Processing of Customer Personal Data via Customer’s use of the Service, including any instructions provided to Palantir in relation to such Processing, shall comply with all applicable Data Protection Laws.
5.2 Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation or otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as further documented in any other written instructions given by Customer and acknowledged by Palantir in writing as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges or fees to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.3 Customer shall have sole responsibility for the lawful Processing of Customer Personal Data in connection with its use of the Palantir Technology and/or its receipt of any related Professional Services in accordance with applicable Data Protection Laws, including without limitation, the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the Processing of Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents (including Consents), authorisations, approvals, and/or agreements (including, where Customer is a Processor or Subprocessor, with and from the applicable Controller(s)) required under applicable laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions.
6 PALANTIR PROCESSING OF CUSTOMER PERSONAL DATA
6.1 Palantir will Process Customer Personal Data for the business purposes of providing to Customer the services, namely the Palantir Technology and Professional Services pursuant to the Customer Instructions ("Business Purposes"), in accordance with the terms of the Agreement and this DPA as well as any requirements set out by applicable Data Protection Laws. For the avoidance of doubt, Customer is disclosing Customer Personal Data to Palantir only for the limited and specified Business Purposes set forth within the Agreement and the Customer Instructions. Palantir shall process Customer personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as they pertain to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of the Business Purposes pursuant to Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before such Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided, however, that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes in connection only with the provision of the Service;
(d) implement appropriate Technical and Organisational Measures as described in the Security Documentation to ensure a level of security appropriate to the risk against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. To the extent such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or specifically required pursuant to the Agreement; or to the extent the relevant technical and organizational measures are required as a result of an act or omission by Customer or a Party acting on behalf of Customer in breach of this Agreement or Data Protection Laws, then Palantir’s obligation to provide such assistance shall be subject to Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance;
(e) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Subprocessors (as defined below), are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws;
(f) take reasonable steps to return or destroy Customer Personal Data at the choice of the Customer, when it is no longer necessary for the purposes of performing the relevant Services upon termination of the Agreement, unless storage is otherwise required under applicable Data Protection Laws; and
(g) process Customer Personal Data in a manner that is consistent with the same level of privacy protection that is required of Customer under applicable Data Protection Laws.
6.2 Customer shall instruct Palantir as to the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and the categories of Data Subjects taking into account the specific tasks and responsibilities of the Processor in the context of the Processing to be carried out and the risk to the rights and freedoms of the Data Subject as part of Customer Instructions. Notwithstanding anything to the contrary herein, Customer shall ensure that its acts or omissions, including in relation to any Customer Instructions to Palantir, do not put Palantir in breach of the Data Protection Laws.
6.3 Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment. Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by Customer to Palantir or made available by Customer to Palantir in relation to the Services and that as a result the technical and organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
7 SUBPROCESSORS
7.1 Customer specifically authorizes the engagement as Subprocessors of (a) the entities listed in Exhibit A and/or applicable specific additional Services exhibits in this DPA and (b) all Palantir Affiliates from time to time, provided that, prior to permitting such Subprocessors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Subprocessor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Subprocessors (“Additional Subprocessors”), provided that, prior to permitting such Additional Subprocessor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Subprocessor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.3 Should Palantir engage an Additional Subprocessor, it shall provide Customer with no less than 30 days’ notice, including the identity, location, and nature of Processing proposed to be undertaken by such Additional Subprocessor. That notice may be given by any typical means Palantir uses to communicate with the Customer from time to time. Where Customer indicates in writing that it objects to the Processing of Customer Personal Data by such Additional Sub-Processor, the Parties shall seek to resolve the Customer concerns and where necessary the Customer may exercise its applicable rights to terminate the Agreement.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Subprocessor’s obligations in relation to this Section 7 (“Subprocessor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Subprocessor Data Protection Liability.
8 AUDIT
8.1 Palantir uses third party auditors to verify the adequacy of its security measures. This audit is performed at least annually, by independent and reputable third-party auditors at Palantir’s selection and expense, and in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
8.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information outlined in Section 10 of this DPA so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 8.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
8.3 In order to request an audit of Palantir’s facilities under this Section 8 (and where such an audit is authorized), Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor, and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section. The scope of any audit under this Section 8 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing.
8.4 All information provided or made available to Customer, its auditor or any other third-party authorized under the present DPA to have access to the above information pursuant to this Section 8 shall be Confidential Information of Palantir.
8.5 In the event of any confirmed material non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, including, without limitation, by requiring the suspension of all Processing of Customer Personal Data until such time as Customer determines that the non-compliance has been remediated. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
9 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
9.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
9.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments (including a 'risk assessment', 'privacy impact assessment', 'data protection assessment' or any equivalent documentation) and prior consultation or mandatory submission to a Data Protection Authority where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
10 ACCOUNTABILITY
(a) the name and contact details of the Processors and Subprocessors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the "Accountability Information".
11 DATA SUBJECT RIGHTS
11.1 With regard to Customer Personal Data, where Palantir directly receives a Request from a Data Subject, or anyone authorized to act on their behalf, any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
11.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Personal Data. Customer may use these controls as technical and organisational measures to comply with its obligations under Data Protection Laws, to respond to requests from Data Subjects.. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
12 DATA INCIDENT
12.1 Palantir shall notify Customer without undue delay after becoming aware of (or where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include acts or omissions which do not breach Palantir’s security or the security of any Subprocessor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
12.2 Palantir shall provide Customer with reasonable cooperation and assistance in dealing with a Data Incident, in particular in relation to (a) taking commercially reasonable steps to resolve any data privacy or security issues involving any Customer Personal Data; and (b) making any appropriate notifications to individuals affected by the Data Incident or to a Supervisory Authority to the extent reasonably possible; provided that, Customer shall maintain and follow an effective cyber incident response policy, which shall include the use of legal professional, litigation, or client attorney privilege, work in good faith with Palantir in relation to the Data Incident, and agree with Palantir the form and method of any public announcement in relation to the Data Incident.
12.3 Any information provided by Palantir pursuant to this Section 12 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 12 will not be construed as an acknowledgement by Palantir or, if relevant, its Subprocessors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
13 DATA TRANSFERS
13.1 Palantir may Process Personal Data in countries outside of the country in which Customer is established in which Palantir or its Subprocessors maintains facilities, employees or infrastructure.
13.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer, from a country which places restrictions on the transfer of Personal Data to countries not deemed to be an Adequate Country then:
(a) The Parties shall hereby enter into a set of SCCs. The applicable SCCs and any required Completions as applicable and set out in Exhibit D, shall hereby be deemed incorporated into this DPA, and apply between Customer (as Exporter) and Palantir (as importer);
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that any transfers of Customer Personal Data between Palantir and any Palantir third party Subprocessors, are subject to contractual terms between Palantir and the relevant third party Subprocessor providing appropriate safeguards and containing clauses equivalent to the SCCs.
13.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
14 LIABILITY
14.1 Subject to 14.2, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
14.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
14.3 Customer shall ensure that all Customer Data it uploads in the course of the provision of the Service is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir Services. Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with the present provision or any applicable laws in connection with Customer Data.
15 GOVERNING LAW AND JURISDICTION
15.1 The Parties shall modify the terms of this DPA as soon as possible if such modification is required for the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws.
15.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, but only to the extent required to satisfy such laws.
15.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum, to the extent legally permitted. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the Parties’ intension as closely as possible, or, where not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws.
EXHIBIT A
List of approved Subprocessors
Part I – Subprocessors
To perform its obligations under the Palantir Terms of Service and Palantir Data Protection Agreement (or the alternative written agreement between Customer and Palantir, if applicable), Palantir Technologies Inc. and its Affiliates may use third-party data processors (“Third-Party Subprocessors”) and Palantir Affiliates to process Customer Personal Data. Capitalized terms used but not defined here shall have the meanings provided in the Agreement.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Subprocessors for purposes of the Agreement.
Authorized Third-Party Subprocessors | ||||
Subprocessor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure, alerting and encrypted notification services and AI services. | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement. | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting and infrastructure, and AI services (Microsoft Azure) | One Microsoft Way, Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI services is East US, South Central US, West Europe and other Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting and infrastructure (Google Cloud Platform) and AI services. | 1600 Amphitheatre Parkway, Mountain View, 94043 CA, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI services are all regions available for features of Generative AI on Google Vertex AI and other regions as they become available. | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service. | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement. | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way, Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
OpenAI LLC | AI services | 3180 18th Street, San Francisco, CA 94110, USA | The location for the purpose of providing the AI service can be the United States and other regions as they become available. | Standard Contractual Clauses |
PART II – Palantir Affiliates
Provided that an adequate level of data protection consistent with the Data Protection Laws and this Agreement is ensured by Palantir, Customer specifically authorizes Palantir Affiliates as listed here and as updated from time to time to act as Palantir’s Subprocessor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Where required, Palantir and its respective Affiliate have entered into the Standard Contractual Clauses. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
Exhibit A Updates
29 August 2023 | Addition of alerting and encrypted notification services for the purpose of using AWS. This update is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
30 October 2023 | Addition of OpenAI LLC as a Third-Party Subprocessor. Authorization for subprocessing by this additional subprocessor is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
12 December 2023 | General update to align this DPA with our global DPA terms, including edits to the Data Subject Rights and Data Transfers sections. This update is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir in accordance with the Agreement (including this DPA), Customer Instructions and applicable law.
Subject matter, nature and duration of processing by sub-processors
As set out in Exhibit A. The duration of sub-processing is as set out immediately above.
EXHIBIT C - APOLLO SERVICES
The following capitalized term will have the meaning indicated below:
“Apollo Services” means the specific Service selected by Customer in the Order Form for end-to-end continuous deployment SaaS solution, enabling Users to centrally manage multiple versions of Palantir Technology across independent environments and as exclusively described in the present Exhibit C for Apollo Services, excluding the application of Exhibit A and Exhibit B of the present DPA;
EXHIBIT C-1
List of approved Subprocessors
PART I - Subprocessors
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Subprocessors for purposes of providing Apollo Services to Customer under the Agreement.
Authorized Third-Party Subprocessors | ||||
Subprocessor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure, alerting and encrypted notification services | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II - Palantir Affiliates
As described under "PART II - Palantir Affiliates" in Exhibit A.
EXHIBIT C-2
Subject Matter and Details of Customer Personal Data Processing
For the provision of Apollo Services, the following shall apply:
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Apollo Service or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing via the Apollo Service by or at the direction of Customer or Customer’s Users. Categories of Customer Personal Data include Users identification details: name, addresses, email addresses and IDs.
Subject Matter of Processing
Palantir’s provision of the Apollo Service under the Agreement.
Nature and Purpose of Processing
Palantir will Process the above detailed Customer Personal Data in accordance with the terms of this DPA for the purpose of setting up Apollo Users’ accounts, providing the Apollo Service to Customer including scanning managed environments for vulnerabilities, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir in accordance with the Agreement (including this DPA), Customer Instructions and applicable law.
Subject matter, nature and duration of processing by sub-processors
As set out in Exhibit A. The duration of sub-processing is as set out immediately above.
EXHIBIT D
Additions to the Standard Contractual Clauses
The following capitalized term will have the meaning indicated below:
"UK Addendum" means the international data transfer addendum to the EU SCCs issued by the UK Information Commissioner under s. 119A of the Data Protection Act 2018, or such other addendum as may amend or replace the addendum from time to time.
“Completions” means
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than 30 days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and any other relevant exhibits for applicable additional Services under this DPA and the supervisory authority shall be the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(h) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from any other country, the completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
In respect of any transfers of Personal Data that may occur in the course of the provision of the Service, Module 2 (Controller to Processor) terms, as provided below in Annex 1 to Exhibit D, shall apply to the extent Customer is a Controller of Customer Personal Data. The Module 3 (Processor to Processor) terms, as provided below in Annex 2 to Exhibit D, shall apply to the extent Customer is a Processor (or subprocessor) of Customer Personal Data. For both Module 2 and Module 3 of the Standard Contractual Clauses, the election of specific terms and/or addition of required information shall apply as follows:
(a) The applicable wording for Clause 13(a) of the Standard Contractual Clauses (as determined by the instructions in square brackets in the Standard Contractual Clauses) is retained and the two remaining alternatives are deleted;
(b) details of Subprocessors the data importer intends to engage as set out in Exhibit A and/or any other relevant exhibits for applicable additional Services, respectively, to this Agreement are the “agreed list” of Subprocessors referred to in Clause 9(a) of the Standard Contractual Clauses.
ANNEX 1 TO EXHIBIT D
STANDARD CONTRACTUAL CLAUSES
Module 2: Controller to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1 ) for the transfer of data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
[intentionally left blank]
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (2) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (3) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
- [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority. - The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (4);
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Name of Customer as stated in the Agreement.
Address: Address of Customer as stated in the Agreement.
Contact person’s name, position and contact details: Point of contact for Customer as stated in the Agreement.
Activities relevant to the data transferred under these Clauses: Customer under the Agreement
Role (controller/processor): Controller
Data importer(s):
Name: Name of Palantir as stated in the Agreement.
Address: Address of Palantir as stated in the Agreement.
Contact person’s name, position and contact details: Data Protection Officer, dpo@palantir.com
Activities relevant to the data transferred under these Clauses: Supplier under the Agreement
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described under "Categories of Data Subject Whose Personal Data May be Subject to Processing" in Exhibit B and any other relevant exhibits for applicable additional Services.
Categories of personal data transferred
As described under "Categories of Customer Personal Data" in Exhibit B and any other relevant exhibits for applicable additional Services.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health data, data concerning a natural person's sex life or sexual orientation to the extent that Customer Personal Data includes such sensitive data and is provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users. In that case Customer shall clearly identify such sensitive data to Palantir in writing before providing such sensitive data. The applied safeguards and restrictions are described in Annex II.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
On a continuous basis.
Nature of the processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Purpose(s) of the data transfer and further processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As described under "Duration of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As described under "Subject matter, nature and duration of processing by sub-processors" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The supervisory authority as determined in accordance with Clause 13 and as further specified at https://edpb.europa.eu/about-edpb/about-edpb/members_en (as updated from time to time).
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The security features and functionalities available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation, and the technical and organisational measures described in clause (d) of the DPA.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.
The controls available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation.
ANNEX 2 TO EXHIBIT D
STANDARD CONTRACTUAL CLAUSES
Module 3: Processor to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (5) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
[Intentionally left blank]
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter ().
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (6) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.
(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
(f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (7) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (8);
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller.
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these
Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
The data exporter shall forward the notification to the controller.
If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). The data exporter shall forward the information to the controller.
The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority and the controller of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Name of Customer as stated in the Agreement.
Address: Address of Customer as stated in the Agreement.
Contact person’s name, position and contact details: Point of contact for Customer as stated in the Agreement.
Activities relevant to the data transferred under these Clauses: Customer under the Agreement
Role (controller/processor): Processor
Data importer(s):
Name: Name of Palantir as stated in the Agreement.
Address: Address of Palantir as stated in the Agreement.
Contact person’s name, position and contact details: Data Protection Officer, dpo@palantir.com
Activities relevant to the data transferred under these Clauses: Supplier under the Agreement
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described under "Categories of Data Subject Whose Personal Data May be Subject to Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Categories of personal data transferred
As described under "Categories of Customer Personal Data" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health data, data concerning a natural person's sex life or sexual orientation to the extent that Customer Personal Data includes such sensitive data and is provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users. In that case, Customer shall clearly identify such sensitive data to Palantir in writing before providing such sensitive data. The applied safeguards and restrictions are described in Annex II.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
On a continuous basis.
Nature of the processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Purpose(s) of the data transfer and further processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As described under "Duration of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As described under "Subject matter, nature and duration of processing by sub-processors" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The supervisory authority as determined in accordance with Clause 13 and as further specified at https://edpb.europa.eu/about-edpb/about-edpb/members_en (as updated from time to time).
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The security features and functionalities available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation, and the technical and organisational measures described in clause 4.3(c) of the DPA.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
The controls available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation.
(1) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
(2) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
(3) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
(4) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
(5) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
(6) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
(7) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
(8) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
Effective January 11th 2024 to May 2nd 2024
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BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS DPA, THAT YOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The customer agreeing to the terms of this DPA (“Customer”) and the Palantir Technologies entity that is the signatory to the Agreement (“Palantir”; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (such as the Palantir Terms of Service and Order Form) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”). This DPA supplements, is incorporated into, and forms part of the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer under the Agreement. Any capitalized terms used but not defined in this DPA shall have the meaning provided in the Agreement. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the terms and conditions in this DPA shall prevail and control.
1 DEFINITIONS
1.1 The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity. In respect of Palantir, Affiliate shall include, without being limited to, all entities listed in Exhibit A, Part II and any other Palantir affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit D of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “controller” “business” and any other similar or equivalent terms under applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach, as defined by applicable Data Protection Laws, of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means a competent authority responsible for enforcing the application of the relevant Data Protection Laws, and includes, as applicable, any data protection authority, privacy regulator, supervisory authority, Attorney General, state privacy agency or any governmental body or agency enforcing Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, consumer privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement, such as:
- California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”);
- California Privacy Rights Act of 2020 (“CPRA”);
- Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”);
- The EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”); and
- The Switzerland Federal Data Protection act of 19 June 1992 as replaced and/or updated from time to time (“FDP”).
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws to ensure an organization's compliance with Data Protection Laws and cooperate with the Data Protection Authorities;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates, and includes, as applicable, the term “consumer” and any other similar or equivalent terms under Applicable Data Protection Laws;
- “DPA Effective Date” means the Effective Date of the Agreement;
- “EEA” means the European Economic Area;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated or receiving similar treatment as “personal data”, “personal information”, “personally identifiable information” or any similar, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. The terms “process”, “processes” and “processed” will be interpreted accordingly;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the terms “processor”, “service provider” and any equivalent or similar terms that address the same, or similar, responsibilities under applicable Data Protection Laws;
- “Request” means a request from a Data Subject or anyone acting on their behalf to exercise their rights under Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) without implementing safeguards such as the Standard Contractual Clauses to be established under clause 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration.
- “Service” shall have the meaning as set out in the Agreement and this DPA.
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions in which no money is exchanged;
- “Subprocessor” means any processor or service provider who processes personal data on behalf of Palantir for the purpose of providing the Service as set out in the Agreement, Exhibit A and any other relevant applicable exhibits of this DPA.
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting country from time to time to legitimise exports of Personal Data from that country, or (b) where the applicable exporting country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs shall apply- in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under applicable Data Protection Laws.
2 TERM
2.1 This DPA will take effect from the DPA Effective Date and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
3.1 This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer when in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the provisions in this DPA shall prevail and control.
4.1 Customer and any relevant Customer Affiliate, hereby appoints and instructs Palantir as a Processor, or Sub-Processor as applicable, of the Customer Personal Data. Accordingly, the Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Customer Personal Data under the Agreement.
4.2 As between the Parties, Customer shall be liable and responsible as the Controller (or Processor, if Customer is Processing Personal Data with the Service for a third party Controller) and Palantir shall be liable and responsible as the Processor (or Subprocessor), in respect of Customer Personal Data. In the event that Customer acts as a Processor (or Subprocessor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions (as defined below) on behalf of the Controller in relation to Customer Personal Data.
4.3 The subject matter and details of Processing are described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing) and any other relevant exhibits for applicable additional Services.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any Processing of Customer Personal Data via Customer’s use of the Service, including any instructions provided to Palantir in relation to such Processing, shall comply with all applicable Data Protection Laws.
5.2 Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation or otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as further documented in any other written instructions given by Customer and acknowledged by Palantir in writing as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges or fees to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.3 Customer shall have sole responsibility for the lawful Processing of Customer Personal Data in connection with its use of the Palantir Technology and/or its receipt of any related Professional Services in accordance with applicable Data Protection Laws, including without limitation, the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the Processing of Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents (including Consents), authorisations, approvals, and/or agreements (including, where Customer is a Processor or Subprocessor, with and from the applicable Controller(s)) required under applicable laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions.
6 PALANTIR PROCESSING OF CUSTOMER PERSONAL DATA
6.1 Palantir will Process Customer Personal Data for the business purposes of providing to Customer the services, namely the Palantir Technology and Professional Services pursuant to the Customer Instructions ("Business Purposes"), in accordance with the terms of the Agreement and this DPA as well as any requirements set out by applicable Data Protection Laws. For the avoidance of doubt, Customer is disclosing Customer Personal Data to Palantir only for the limited and specified Business Purposes set forth within the Agreement and the Customer Instructions. Palantir shall process Customer personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as they pertain to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of the Business Purposes pursuant to Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before such Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided, however, that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes in connection only with the provision of the Service;
(e) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Subprocessors (as defined below), are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws;
(f) take reasonable steps to return or destroy Customer Personal Data at the choice of the Customer, when it is no longer necessary for the purposes of performing the relevant Services upon termination of the Agreement, unless storage is otherwise required under applicable Data Protection Laws; and
(g) process Customer Personal Data in a manner that is consistent with the same level of privacy protection that is required of Customer under applicable Data Protection Laws.
6.2 Customer shall instruct Palantir as to the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and the categories of Data Subjects taking into account the specific tasks and responsibilities of the Processor in the context of the Processing to be carried out and the risk to the rights and freedoms of the Data Subject as part of Customer Instructions. Notwithstanding anything to the contrary herein, Customer shall ensure that its acts or omissions, including in relation to any Customer Instructions to Palantir, do not put Palantir in breach of the Data Protection Laws.
6.3 Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment. Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by Customer to Palantir or made available by Customer to Palantir in relation to the Services and that as a result the technical and organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
7.1 Customer specifically authorizes the engagement as Subprocessors of (a) the entities listed in Exhibit A and/or applicable specific additional Services exhibits in this DPA and (b) all Palantir Affiliates from time to time, provided that, prior to permitting such Subprocessors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Subprocessor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Subprocessors (“Additional Subprocessors”), provided that, prior to permitting such Additional Subprocessor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Subprocessor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Subprocessor’s obligations in relation to this Section 7 (“Subprocessor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Subprocessor Data Protection Liability.
8.1 Palantir uses third party auditors to verify the adequacy of its security measures. This audit is performed at least annually, by independent and reputable third-party auditors at Palantir’s selection and expense, and in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
8.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information outlined in Section 10 of this DPA so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 8.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
8.3 In order to request an audit of Palantir’s facilities under this Section 8 (and where such an audit is authorized), Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor, and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section. The scope of any audit under this Section 8 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing.
8.4 All information provided or made available to Customer, its auditor or any other third-party authorized under the present DPA to have access to the above information pursuant to this Section 8 shall be Confidential Information of Palantir.
8.5 In the event of any confirmed material non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, including, without limitation, by requiring the suspension of all Processing of Customer Personal Data until such time as Customer determines that the non-compliance has been remediated. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
9 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
9.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
9.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments (including a 'risk assessment', 'privacy impact assessment', 'data protection assessment' or any equivalent documentation) and prior consultation or mandatory submission to a Data Protection Authority where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
10 ACCOUNTABILITY
(a) the name and contact details of the Processors and Subprocessors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the "Accountability Information".
11.1 With regard to Customer Personal Data, where Palantir directly receives a Request from a Data Subject, or anyone authorized to act on their behalf, any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
11.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Personal Data. Customer may use these controls as technical and organisational measures to comply with its obligations under Data Protection Laws, to respond to requests from Data Subjects.. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
12 DATA INCIDENT
12.1 Palantir shall notify Customer without undue delay after becoming aware of (or where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include acts or omissions which do not breach Palantir’s security or the security of any Subprocessor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
12.2 Palantir shall provide Customer with reasonable cooperation and assistance in dealing with a Data Incident, in particular in relation to (a) taking commercially reasonable steps to resolve any data privacy or security issues involving any Customer Personal Data; and (b) making any appropriate notifications to individuals affected by the Data Incident or to a Supervisory Authority to the extent reasonably possible; provided that, Customer shall maintain and follow an effective cyber incident response policy, which shall include the use of legal professional, litigation, or client attorney privilege, work in good faith with Palantir in relation to the Data Incident, and agree with Palantir the form and method of any public announcement in relation to the Data Incident.
12.3 Any information provided by Palantir pursuant to this Section 12 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 12 will not be construed as an acknowledgement by Palantir or, if relevant, its Subprocessors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
13.1 Palantir may Process Personal Data in countries outside of the country in which Customer is established in which Palantir or its Subprocessors maintains facilities, employees or infrastructure.
13.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer, from a country which places restrictions on the transfer of Personal Data to countries not deemed to be an Adequate Country then:
(a) The Parties shall hereby enter into a set of SCCs. The applicable SCCs and any required Completions as applicable and set out in Exhibit D, shall hereby be deemed incorporated into this DPA, and apply between Customer (as Exporter) and Palantir (as importer);
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that any transfers of Customer Personal Data between Palantir and any Palantir third party Subprocessors, are subject to contractual terms between Palantir and the relevant third party Subprocessor providing appropriate safeguards and containing clauses equivalent to the SCCs.
13.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
14.1 Subject to 14.2, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
14.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
14.3 Customer shall ensure that all Customer Data it uploads in the course of the provision of the Service is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir Services. Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with the present provision or any applicable laws in connection with Customer Data.
15 GOVERNING LAW AND JURISDICTION
15.1 The Parties shall modify the terms of this DPA as soon as possible if such modification is required for the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws.
15.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum, to the extent legally permitted. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the Parties’ intension as closely as possible, or, where not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws.
EXHIBIT A
List of approved Subprocessors
Part I – Subprocessors
To perform its obligations under the Palantir Terms of Service and Palantir Data Protection Agreement (or the alternative written agreement between Customer and Palantir, if applicable), Palantir Technologies Inc. and its Affiliates may use third-party data processors (“Third-Party Subprocessors”) and Palantir Affiliates to process Customer Personal Data. Capitalized terms used but not defined here shall have the meanings provided in the Agreement.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Subprocessors for purposes of the Agreement.
Authorized Third-Party Subprocessors | ||||
Subprocessor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure, alerting and encrypted notification services and AI services. | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement. | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting and infrastructure, and AI services (Microsoft Azure) | One Microsoft Way, Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI services is East US, South Central US, West Europe and other Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting and infrastructure (Google Cloud Platform) and AI services. | 1600 Amphitheatre Parkway, Mountain View, 94043 CA, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI services are all regions available for features of Generative AI on Google Vertex AI and other regions as they become available. | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service. | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement. | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way, Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
| OpenAI LLC | AI services | 3180 18th Street, San Francisco, CA 94110, USA | The location for the purpose of providing the AI service can be the United States and other regions as they become available. | Standard Contractual Clauses |
PART II – Palantir Affiliates
Provided that an adequate level of data protection consistent with the Data Protection Laws and this Agreement is ensured by Palantir, Customer specifically authorizes Palantir Affiliates as listed here and as updated from time to time to act as Palantir’s Subprocessor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Where required, Palantir and its respective Affiliate have entered into the Standard Contractual Clauses. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
Exhibit A Updates
| 29 August 2023 | Addition of alerting and encrypted notification services for the purpose of using AWS. This update is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
30 October 2023 | Addition of OpenAI LLC as a Third-Party Subprocessor. Authorization for subprocessing by this additional subprocessor is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
12 December 2023 | General update to align this DPA with our global DPA terms, including edits to the Data Subject Rights and Data Transfers sections. This update is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir in accordance with the Agreement (including this DPA), Customer Instructions and applicable law.
Subject matter, nature and duration of processing by sub-processors
As set out in Exhibit A. The duration of sub-processing is as set out immediately above.
EXHIBIT C - APOLLO SERVICES
The following capitalized term will have the meaning indicated below:
“Apollo Services” means the specific Service selected by Customer in the Order Form for end-to-end continuous deployment SaaS solution, enabling Users to centrally manage multiple versions of Palantir Technology across independent environments and as exclusively described in the present Exhibit C for Apollo Services, excluding the application of Exhibit A and Exhibit B of the present DPA;
EXHIBIT C-1
List of approved Subprocessors
PART I - Subprocessors
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Subprocessors for purposes of providing Apollo Services to Customer under the Agreement.
Authorized Third-Party Subprocessors | ||||
Subprocessor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure, alerting and encrypted notification services | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II - Palantir Affiliates
As described under "PART II - Palantir Affiliates" in Exhibit A.
EXHIBIT C-2
Subject Matter and Details of Customer Personal Data Processing
For the provision of Apollo Services, the following shall apply:
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Apollo Service or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing via the Apollo Service by or at the direction of Customer or Customer’s Users. Categories of Customer Personal Data include Users identification details: name, addresses, email addresses and IDs.
Subject Matter of Processing
Palantir’s provision of the Apollo Service under the Agreement.
Nature and Purpose of Processing
Palantir will Process the above detailed Customer Personal Data in accordance with the terms of this DPA for the purpose of setting up Apollo Users’ accounts, providing the Apollo Service to Customer including scanning managed environments for vulnerabilities, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir in accordance with the Agreement (including this DPA), Customer Instructions and applicable law.
Subject matter, nature and duration of processing by sub-processors
As set out in Exhibit A. The duration of sub-processing is as set out immediately above.
EXHIBIT D
Additions to the Standard Contractual Clauses
The following capitalized term will have the meaning indicated below:
"UK Addendum" means the international data transfer addendum to the EU SCCs issued by the UK Information Commissioner under s. 119A of the Data Protection Act 2018, or such other addendum as may amend or replace the addendum from time to time.
“Completions” means
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than 30 days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and any other relevant exhibits for applicable additional Services under this DPA and the supervisory authority shall be the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(h) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from any other country, the completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
In respect of any transfers of Personal Data that may occur in the course of the provision of the Service, Module 2 (Controller to Processor) terms, as provided below in Annex 1 to Exhibit D, shall apply to the extent Customer is a Controller of Customer Personal Data. The Module 3 (Processor to Processor) terms, as provided below in Annex 2 to Exhibit D, shall apply to the extent Customer is a Processor (or subprocessor) of Customer Personal Data. For both Module 2 and Module 3 of the Standard Contractual Clauses, the election of specific terms and/or addition of required information shall apply as follows:
(a) The applicable wording for Clause 13(a) of the Standard Contractual Clauses (as determined by the instructions in square brackets in the Standard Contractual Clauses) is retained and the two remaining alternatives are deleted;
(b) details of Subprocessors the data importer intends to engage as set out in Exhibit A and/or any other relevant exhibits for applicable additional Services, respectively, to this Agreement are the “agreed list” of Subprocessors referred to in Clause 9(a) of the Standard Contractual Clauses.
ANNEX 1 TO EXHIBIT D
STANDARD CONTRACTUAL CLAUSES
Module 2: Controller to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1 ) for the transfer of data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
[intentionally left blank]
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (2) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (3) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
[Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (4);
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Name of Customer as stated in the Agreement.
Address: Address of Customer as stated in the Agreement.
Contact person’s name, position and contact details: Point of contact for Customer as stated in the Agreement.
Activities relevant to the data transferred under these Clauses: Customer under the Agreement
Role (controller/processor): Controller
Data importer(s):
Name: Name of Palantir as stated in the Agreement.
Address: Address of Palantir as stated in the Agreement.
Contact person’s name, position and contact details: Data Protection Officer, dpo@palantir.com
Activities relevant to the data transferred under these Clauses: Supplier under the Agreement
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described under "Categories of Data Subject Whose Personal Data May be Subject to Processing" in Exhibit B and any other relevant exhibits for applicable additional Services.
Categories of personal data transferred
As described under "Categories of Customer Personal Data" in Exhibit B and any other relevant exhibits for applicable additional Services.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health data, data concerning a natural person's sex life or sexual orientation to the extent that Customer Personal Data includes such sensitive data and is provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users. In that case Customer shall clearly identify such sensitive data to Palantir in writing before providing such sensitive data. The applied safeguards and restrictions are described in Annex II.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
On a continuous basis.
Nature of the processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Purpose(s) of the data transfer and further processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As described under "Duration of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As described under "Subject matter, nature and duration of processing by sub-processors" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The supervisory authority as determined in accordance with Clause 13 and as further specified at https://edpb.europa.eu/about-edpb/about-edpb/members_en (as updated from time to time).
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The security features and functionalities available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation, and the technical and organisational measures described in clause (d) of the DPA.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.
The controls available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation.
ANNEX 2 TO EXHIBIT D
STANDARD CONTRACTUAL CLAUSES
Module 3: Processor to Processor
SECTION I
Clause 1
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (5) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
Clause 2
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix.
This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
Clause 3
Third-party beneficiaries
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
(iii) Clause 9(a), (c), (d) and (e);
(iv) Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
Clause 4
Interpretation
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
Clause 6
Description of the transfer(s)
The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.
Clause 7
Docking clause
[Intentionally left blank]
SECTION II – OBLIGATIONS OF THE PARTIES
Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.
8.1 Instructions
(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter ().
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.
8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.
8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (6) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.
(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
(f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
(a) OPTION 2 GENERAL WRITTEN AUTHORISATION: The data importer has the controller’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 14 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (7) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Clause 10
Data subject rights
(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.
Clause 11
Redress
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
Clause 12
Liability
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
Clause 13
Supervision
(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Clause 14
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (8);
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller.
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these
Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Clause 15
Obligations of the data importer in case of access by public authorities
15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
The data exporter shall forward the notification to the controller.
If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). The data exporter shall forward the information to the controller.
The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimization
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Clause 16
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority and the controller of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
Clause 17
Governing law
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of Ireland.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
APPENDIX
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
Name: Name of Customer as stated in the Agreement.
Address: Address of Customer as stated in the Agreement.
Contact person’s name, position and contact details: Point of contact for Customer as stated in the Agreement.
Activities relevant to the data transferred under these Clauses: Customer under the Agreement
Role (controller/processor): Processor
Data importer(s):
Name: Name of Palantir as stated in the Agreement.
Address: Address of Palantir as stated in the Agreement.
Contact person’s name, position and contact details: Data Protection Officer, dpo@palantir.com
Activities relevant to the data transferred under these Clauses: Supplier under the Agreement
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
As described under "Categories of Data Subject Whose Personal Data May be Subject to Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Categories of personal data transferred
As described under "Categories of Customer Personal Data" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, health data, data concerning a natural person's sex life or sexual orientation to the extent that Customer Personal Data includes such sensitive data and is provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users. In that case, Customer shall clearly identify such sensitive data to Palantir in writing before providing such sensitive data. The applied safeguards and restrictions are described in Annex II.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
On a continuous basis.
Nature of the processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
Purpose(s) of the data transfer and further processing
As described under "Nature and Purpose of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As described under "Duration of Processing" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As described under "Subject matter, nature and duration of processing by sub-processors" in Exhibit B and, where applicable, any other relevant exhibits for applicable additional Services.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
The supervisory authority as determined in accordance with Clause 13 and as further specified at https://edpb.europa.eu/about-edpb/about-edpb/members_en (as updated from time to time).
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
The security features and functionalities available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation, and the technical and organisational measures described in clause 4.3(c) of the DPA.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter
The controls available to Customer described in clause 4.1 of the DPA, as further documented in the Security Documentation.
(1) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
(2) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
(3) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
(4) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
(5) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
(6) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
(7) This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
(8) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
Effective November 20th 2023 to January 11th 2024
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Version 3.0 – October 30, 2023
BY SELECTING“I AGREE” (OR EQUIVALENT) WHERESUCH OPTION ISMADE AVAILABLE, ORBY INSTALLING, EXECUTING,DOWNLOADING, ACCESSING OROTHERWISE USING ANYPORTION OF THEPALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOUCONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVEREAD THIS DPA, THATYOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “business” under applicable Data Protection Laws;
- “Country” means a country, state, province, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”) and “European” shall have the equivalent related meaning;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated as personal data, personal information, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration;
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of third party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data. Both Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Personal Data under the Agreement.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation and otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Sub-Processor, with and from the applicable Controller(s)) and provided Data Subjects with any option required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions, and may only include government related identifiers (where that term is defined under applicable Data Protection Laws) in the Customer Personal Data to the extent that the Processing of such government related identifiers are permitted under applicable Data Protection Laws.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes that do not involve combining Customer Personal Data for interest-based advertising;
(d) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors, are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws; and
(e) take reasonable steps to destroy Customer Personal Data or ensure that Customer Personal Data is de-identified when it is no longer necessary for the purposes of performing the relevant Services upon the termination of the Agreement, and the obligations under this DPA, where required under applicable Data Protection Laws.
7.1 Customer specifically authorizes the engagement of, as Sub-Processors, the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less restrictive than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub-Processors (“Additional Sub-Processors”), provided that, prior to permitting any such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processors’ obligations in relation to this Section 7 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.1 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment.Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures.This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer or its auditor pursuant to this Section 9 shall be Confidential Information of Palantir.
9.5 In the event of any confirmed non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, without prejudice to any contractual and legal obligations contained in the Agreement and this DPA. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13.1 Palantir shall notify Customer without undue delay after becoming aware of or (where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include: acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or anyPalantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of Personal Data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUB-PROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting, infrastructure, AI services and alerting and encrypted notification | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting, infrastructure and AI services (Microsoft Azure) | One Microsoft Way Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI service is East US, South Central US, West Europe and/or other Microsoft Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting, infrastructure and AI services (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI services are all regions available for features of Generative AI on Google Vertex AI and other regions as they become available. | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer) | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
| OpenAI LLC | AI services | 3180 18th Street, San Francisco, CA 94110, USA | The location for the purpose of providing the AI services can be the United States and other regions as they become available. | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here and as updated from time to time to act as Palantir’s Sub-Processor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
Exhibit A Updates
| 29 August 2023 | Addition of alerting and encrypted notification services for the purpose of using AWS. This update is considered effective or Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
30 October 2023 | Addition of OpenAI LLC as a Third-Party Subprocessor. Authorization for subprocessing by this additional subprocessor is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from Canada:
a) the rights and obligations of the EU SCCs for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals; and
b) the terms and conditions in place between Palantir and its Sub-Processors for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals when their Personal Data is transferred outside of Québec.
(vi) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
Effective October 30th 2023 to November 20th 2023
DownloadTable of Contents
Version 3.0 – October 30, 2023
BY SELECTING“I AGREE” (OR EQUIVALENT) WHERESUCH OPTION ISMADE AVAILABLE, ORBY INSTALLING, EXECUTING,DOWNLOADING, ACCESSING OROTHERWISE USING ANYPORTION OF THEPALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOUCONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVEREAD THIS DPA, THATYOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “business” under applicable Data Protection Laws;
- “Country” means a country, state, province, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”) and “European” shall have the equivalent related meaning;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated as personal data, personal information, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration;
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of third party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data. Both Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Personal Data under the Agreement.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation and otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Sub-Processor, with and from the applicable Controller(s)) and provided Data Subjects with any option required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions, and may only include government related identifiers (where that term is defined under applicable Data Protection Laws) in the Customer Personal Data to the extent that the Processing of such government related identifiers are permitted under applicable Data Protection Laws.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes that do not involve combining Customer Personal Data for interest-based advertising;
(d) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors, are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws; and
(e) take reasonable steps to destroy Customer Personal Data or ensure that Customer Personal Data is de-identified when it is no longer necessary for the purposes of performing the relevant Services upon the termination of the Agreement, and the obligations under this DPA, where required under applicable Data Protection Laws.
7.1 Customer specifically authorizes the engagement of, as Sub-Processors, the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less restrictive than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub-Processors (“Additional Sub-Processors”), provided that, prior to permitting any such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processors’ obligations in relation to this Section 7 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.1 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment.Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures.This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer or its auditor pursuant to this Section 9 shall be Confidential Information of Palantir.
9.5 In the event of any confirmed non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, without prejudice to any contractual and legal obligations contained in the Agreement and this DPA. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13.1 Palantir shall notify Customer without undue delay after becoming aware of or (where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include: acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or anyPalantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of Personal Data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUB-PROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting, infrastructure, AI services and alerting and encrypted notification | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting, infrastructure and AI services (Microsoft Azure) | One Microsoft Way Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI service is East US, South Central US, West Europe and/or other Microsoft Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting, infrastructure and AI services (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer) | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
| OpenAI LLC | AI services | 3180 18th Street, San Francisco, CA 94110, USA | United States | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here and as updated from time to time to act as Palantir’s Sub-Processor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
Exhibit A Updates
| 29 August 2023 | Addition of alerting and encrypted notification services for the purpose of using AWS. This update is considered effective or Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
30 October 2023 | Addition of OpenAI LLC as a Third-Party Subprocessor. Authorization for subprocessing by this additional subprocessor is considered effective for Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from Canada:
a) the rights and obligations of the EU SCCs for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals; and
b) the terms and conditions in place between Palantir and its Sub-Processors for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals when their Personal Data is transferred outside of Québec.
(vi) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
Effective August 30th 2023 to October 30th 2023
DownloadTable of Contents
Version 2.0 – August 29, 2023
BY SELECTING“I AGREE” (OR EQUIVALENT) WHERESUCH OPTION ISMADE AVAILABLE, ORBY INSTALLING, EXECUTING,DOWNLOADING, ACCESSING OROTHERWISE USING ANYPORTION OF THEPALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOUCONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVEREAD THIS DPA, THATYOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “business” under applicable Data Protection Laws;
- “Country” means a country, state, province, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”) and “European” shall have the equivalent related meaning;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated as personal data, personal information, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration;
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of third party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data. Both Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Personal Data under the Agreement.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation and otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Sub-Processor, with and from the applicable Controller(s)) and provided Data Subjects with any option required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions, and may only include government related identifiers (where that term is defined under applicable Data Protection Laws) in the Customer Personal Data to the extent that the Processing of such government related identifiers are permitted under applicable Data Protection Laws.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes that do not involve combining Customer Personal Data for interest-based advertising;
(d) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors, are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws; and
(e) take reasonable steps to destroy Customer Personal Data or ensure that Customer Personal Data is de-identified when it is no longer necessary for the purposes of performing the relevant Services upon the termination of the Agreement, and the obligations under this DPA, where required under applicable Data Protection Laws.
7.1 Customer specifically authorizes the engagement of, as Sub-Processors, the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less restrictive than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub-Processors (“Additional Sub-Processors”), provided that, prior to permitting any such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processors’ obligations in relation to this Section 7 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.1 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment.Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures.This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer or its auditor pursuant to this Section 9 shall be Confidential Information of Palantir.
9.5 In the event of any confirmed non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, without prejudice to any contractual and legal obligations contained in the Agreement and this DPA. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13.1 Palantir shall notify Customer without undue delay after becoming aware of or (where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include: acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or anyPalantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of Personal Data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUB-PROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting, infrastructure, AI services and alerting and encrypted notification | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting, infrastructure and AI services (Microsoft Azure) | One Microsoft Way Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the AI service is East US, South Central US, West Europe and/or other Microsoft Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting, infrastructure and AI services (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer) | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here and as updated from time to time to act as Palantir’s Sub-Processor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
Exhibit A Updates
| 29 August 2023 | Addition of alerting and encrypted notification services for the purpose of using AWS. This update is considered effective or Agreements entered on or after the date of this update, unless subject to separate written agreement between Palantir and Customer. |
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from Canada:
a) the rights and obligations of the EU SCCs for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals; and
b) the terms and conditions in place between Palantir and its Sub-Processors for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals when their Personal Data is transferred outside of Québec.
(vi) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
Effective May 12th 2023 to August 30th 2023
DownloadTable of Contents
Version 1.1 – February 8, 2023
BY SELECTING“I AGREE” (OR EQUIVALENT) WHERESUCH OPTION ISMADE AVAILABLE, ORBY INSTALLING, EXECUTING,DOWNLOADING, ACCESSING OROTHERWISE USING ANYPORTION OF THEPALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOUCONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVEREAD THIS DPA, THATYOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “business” under applicable Data Protection Laws;
- “Country” means a country, state, province, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”) and “European” shall have the equivalent related meaning;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated as personal data, personal information, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration;
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of third party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data. Both Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Personal Data under the Agreement.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation and otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Sub-Processor, with and from the applicable Controller(s)) and provided Data Subjects with any option required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions, and may only include government related identifiers (where that term is defined under applicable Data Protection Laws) in the Customer Personal Data to the extent that the Processing of such government related identifiers are permitted under applicable Data Protection Laws.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes that do not involve combining Customer Personal Data for interest-based advertising;
(d) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors, are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws; and
(e) take reasonable steps to destroy Customer Personal Data or ensure that Customer Personal Data is de-identified when it is no longer necessary for the purposes of performing the relevant Services upon the termination of the Agreement, and the obligations under this DPA, where required under applicable Data Protection Laws.
7.1 Customer specifically authorizes the engagement of, as Sub-Processors, the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less restrictive than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub-Processors (“Additional Sub-Processors”), provided that, prior to permitting any such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processors’ obligations in relation to this Section 7 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.1 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment.Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures.This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer or its auditor pursuant to this Section 9 shall be Confidential Information of Palantir.
9.5 In the event of any confirmed non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, without prejudice to any contractual and legal obligations contained in the Agreement and this DPA. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13.1 Palantir shall notify Customer without undue delay after becoming aware of or (where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include: acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or anyPalantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of Personal Data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUB-PROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting, infrastructure and cognitive services | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting, infrastructure and cognitive services (Microsoft Azure) | One Microsoft Way Redmond, WA 98052, USA | The location for the purpose of providing the cloud hosting service is as selected by Customer in the Order Form or, as applicable, other parts of the Agreement. The location for the purpose of providing the cognitive service is East US, South Central US, West Europe and/or other Microsoft Azure regions as they become available. | Standard Contractual Clauses |
Google LLC | Cloud hosting, infrastructure and cognitive services (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer) | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here: https://www.palantir.com/data-protection/agreement/affiliates/ and as updated from time to time to act as Palantir’s Sub-Processor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from Canada:
a) the rights and obligations of the EU SCCs for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals; and
b) the terms and conditions in place between Palantir and its Sub-Processors for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals when their Personal Data is transferred outside of Québec.
(vi) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
Effective February 8th 2023 to May 12th 2023
DownloadTable of Contents
PALANTIR DATA PROTECTION ADDENDUM (“DPA”)
Version 1.1 – February 8, 2023
BY SELECTING“I AGREE” (OR EQUIVALENT) WHERESUCH OPTION ISMADE AVAILABLE, ORBY INSTALLING, EXECUTING,DOWNLOADING, ACCESSING OROTHERWISE USING ANYPORTION OF THEPALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOUCONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVEREAD THIS DPA, THATYOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data and includes, as applicable, the term “business” under applicable Data Protection Laws;
- “Country” means a country, state, province, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized use, disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, privacy, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”) and “European” shall have the equivalent related meaning;
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Personal Data” means: (a) any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws), and (b) any information treated as personal data, personal information, or equivalent terms under applicable Data Protection Laws;
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be restricted or prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for valuable consideration;
- “Share” means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Data Subject’s Personal Data to a third party for cross-context behavioral advertising;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of third party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
4 ROLES OF THE PARTIES
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data. Both Parties shall comply with applicable Data Protection Laws as relevant to their respective Processing of Personal Data under the Agreement.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation and otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Sub-Processor, with and from the applicable Controller(s)) and provided Data Subjects with any option required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions, and may only include government related identifiers (where that term is defined under applicable Data Protection Laws) in the Customer Personal Data to the extent that the Processing of such government related identifiers are permitted under applicable Data Protection Laws.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell or Share Customer Personal Data or otherwise retain, use, disclose, or Process Customer Personal Data outside of the direct business relationship between the Parties or for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) not combine Customer Personal Data with Personal Data that it receives from other sources or collects from its own interactions with a Data Subject, provided that Palantir may combine Customer Personal Data as necessary to perform its internal business purposes that do not involve combining Customer Personal Data for interest-based advertising;
(d) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors, are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws; and
(e) take reasonable steps to destroy Customer Personal Data or ensure that Customer Personal Data is de-identified when it is no longer necessary for the purposes of performing the relevant Services upon the termination of the Agreement, and the obligations under this DPA, where required under applicable Data Protection Laws.
7.1 Customer specifically authorizes the engagement of, as Sub-Processors, the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less restrictive than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub-Processors (“Additional Sub-Processors”), provided that, prior to permitting any such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processors’ obligations in relation to this Section 7 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8 SECURITY
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.1 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment.Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures.This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer or its auditor pursuant to this Section 9 shall be Confidential Information of Palantir.
9.5 In the event of any confirmed non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, without prejudice to any contractual and legal obligations contained in the Agreement and this DPA. In the event that Palantir determines that it can no longer meet its obligations pursuant to this DPA, Palantir shall promptly notify Customer of such determination.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
11 ACCOUNTABILITY
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13 DATA INCIDENT
13.1 Palantir shall notify Customer without undue delay after becoming aware of or (where required by applicable Data Protection Laws) having reasonable grounds to believe that there has been a Data Incident and provide Customer with any information required to be included under applicable Data Protection Laws. For avoidance of doubt, a Data Incident shall not include: acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14 DATA TRANSFERS
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or anyPalantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of Personal Data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of Personal Data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
16 GENERAL TERMS
16.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
16.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUB-PROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting and infrastructure (Microsoft Azure) and | One Microsoft Way Redmond, WA 98052, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Google LLC | Cloud hosting and infrastructure (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here: https://www.palantir.com/data-protection/agreement/affiliates/ and as updated from time to time to act as Palantir’s Sub-Processor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from Canada:
a) the rights and obligations of the EU SCCs for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals; and
b) the terms and conditions in place between Palantir and its Sub-Processors for the protection of the Personal Data of European individuals will apply mutatis mutandis to the protection of the Personal Data of Canadian individuals when their Personal Data is transferred outside of Québec.
(vi) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions.
Effective February 2nd 2023 to February 8th 2023
DownloadTable of Contents
PALANTIR DATA PROTECTION ADDENDUM (“DPA”)
Version 1.1 – February 2, 2023
BY SELECTING “I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE, OR BY INSTALLING, EXECUTING, DOWNLOADING, ACCESSING OR OTHERWISE USING ANY PORTION OF THE PALANTIR TECHNOLOGY (AS DEFINED IN THE AGREEMENT), YOU CONFIRM THAT YOU (“YOU” OR “YOUR” OR “PERMITTED USER”) HAVE READ THIS DPA, THAT YOU UNDERSTAND THE TERMS OF THIS DPA, AND THAT YOU AND (IF APPLICABLE) THE ENTITY THAT YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS DPA. IF YOU ARE ENTERING INTO THIS DPA ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION FOR WHICH YOU WORK, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THE TERMS OF THIS DPA ON BEHALF OF THE ENTITY AS ITS AUTHORIZED LEGAL REPRESENTATIVE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS DPA, DO NOT SELECT "I AGREE” (OR EQUIVALENT) WHERE SUCH OPTION IS MADE AVAILABLE AND DO NOT INSTALL, EXECUTE, DOWNLOAD, ACCESS, OR OTHERWISE USE ANY PORTION OF THE PALANTIR TECHNOLOGY.
PALANTIR’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS DPA, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Customer and Palantir (as defined in the Agreement; each of Customer and Palantir a “Party” and collectively the “Parties”), have entered into an agreement (Palantir Terms of Service) governing Customer’s use of Palantir Technology, including the Service, and the provision of related Professional Services to Customer by Palantir, including any attachments, order forms, exhibits, and appendices thereto (collectively, the “Agreement”).
1 DEFINITIONS
Capitalized terms used but not defined in this DPA shall have the meanings provided in the Agreement. The following capitalized terms will have the meanings indicated below:
- “Adequate Country” means a country that may import Personal Data and is deemed by the governing authority of the exporting Country to provide an adequate level of data protection under the applicable Data Protection Laws;
- “Affiliate” means in respect of Customer, any of Customer’s affiliate(s) from time to time which are subject to Data Protection Laws and are permitted to use the Services pursuant to the Terms of Service between Customer and Palantir, but are not a party to the Terms of Service and shall include, without being limited to, all entities listed in Exhibit A, Part II, of the present DPA, and, in respect of Palantir, any Palantir’s affiliates from time to time;
- “Completions” has the meaning given to it in Exhibit C of this DPA;
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data;
- “Country” means a country, state, territory or economic union that have implemented applicable Data Protection Laws;
- “Customer Personal Data” means any Personal Data contained within Customer Data subject to Data Protection Laws that Customer, including Users, provides or makes available to Palantir in connection with the Agreement;
- “Data Incident” means any breach of Palantir’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed or otherwise controlled by Palantir;
- “Data Protection Authority” means, an independent public authority responsible for monitoring the application of Data Protection Laws;
- “Data Protection Laws” means all laws and regulations as amended from time to time regarding data protection, electronic communications and marketing laws to the extent applicable to the Processing of Customer Personal Data by Palantir under the Agreement;
- “Data Protection Officer” means the natural person or company appointed where necessary under applicable Data Protection Laws;
- “Data Subject” means the identified or identifiable person to whom Personal Data relates;
- “Europe” means the European Union, the European Economic Area, Switzerland and the United Kingdom (“UK”);
- “EU SCCs” means the standard contractual clauses for use in relation to exports of Personal Data from the EEA approved by the European Commission under Commission Implementing Decision 2021/914, or such other clauses as replace them from time to time;
- “GDPR” means, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“EU GDPR”) and/or the EU GDPR as implemented or amended in the United Kingdom (“UK GDPR”);
- “Permitted User” user permitted by the Customer to access the Services;
- “Personal Data” means any information relating to (i) an identified or identifiable natural person and/or (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws);
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
- “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable the term “service provider” and any equivalent or similar terms that address the same responsibilities under applicable Data Protection Laws;
- “Restricted Transfer” means a transfer, or onward transfer, of Personal Data from a Country where such transfer would be prohibited by applicable Data Protection Laws (or by the terms of a data transfer agreement put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under Section 14 below;
- “Security Documentation” means the Documentation describing the security standards that apply to the Service as provided by or on behalf of Palantir from time to time;
- “Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer or individual’s personal information by a business to a third party for valuable consideration; or whether for valuable consideration or for no consideration, for the third party's commercial purposes;
- “Standard Contractual Clauses” or “SCCs” means either (a) the standard data protection clauses approved pursuant to the Data Protection Laws of the applicable exporting Country from time to time to legitimise exports of Personal Data from that Country, including the EU SCCs in relation to exports of personal data from the EEA (and where more than one set of such clauses has been approved, those that most closely approximate the EU SCCs); or (b) where the applicable exporting Country has Data Protection Laws that regulate the export of personal data but no approved standard data protection clauses, the EU SCCs, in each case incorporating the appropriate Completions, and where more than one form of such approved clauses exists in respect of a particular Country, the clauses that shall apply shall be: (i) in respect of any situation where Customer acts as a Controller of Customer Personal Data, that form of clauses applying to Controller to Processor transfers; and (ii) in respect of any situation where Customer acts as a Processor of Customer Personal Data, that form of clauses applying to Processor to Processor transfers;
- “Sub-Processor” means a provider of Third Party Services, or Palantir's Affiliate engaged by or on behalf of Palantir to Process Customer Personal Data in connection with the Agreement; and
- “Technical and Organisational Measures” means the technical and organisational measures agreed by the Parties in the Agreement and any additional technical and organisational measures implemented by Palantir pursuant to its obligations under Data Protection Laws.
2 TERM
This DPA will take effect from the Effective Date of the Agreement and remain in effect until the destruction or return of all Customer Personal Data by Palantir in accordance with the Agreement, at which point it will automatically terminate.
3 SCOPE AND APPLICATION
This DPA is incorporated into, and forms part of, the Agreement and establishes the rights and obligations of Palantir and Customer with respect to any Customer Personal Data Processed by Palantir on behalf of Customer in the course of the provision of the Service. To the extent there is any conflict in meaning between any provisions of the Agreement and this DPA, the in this DPA shall prevail and control.
4 ROLES OF THE PARTIES
Customer, and any relevant Customer Affiliate, hereby appoints Palantir as a Processor or Sub-Processor, as applicable, of the Customer Personal Data. Customer shall be liable and responsible as the Controller (or Processor, if Customer is processing as a Processor any personal data forming part of the Customer Personal Data) and Palantir shall be the Processor (or Sub-Processor), in respect of Customer Personal Data. The subject matter and details of processing are as described in the Agreement and this DPA, including Exhibit B (subject matter and details of Customer Personal Data processing). In the event that Customer acts as a Processor (or Sub-Processor) in respect of Customer Personal Data, Customer represents and warrants to Palantir that it is validly authorized by the relevant Controller to enter into the Agreement and this DPA and to provide Customer Instructions on behalf of the Controller in relation to Customer Personal Data.
5 CUSTOMER PROCESSING OF PERSONAL DATA
5.1 Customer shall ensure that any processing of Personal Data carried out by Palantir consistent with Customer’s instruction, which shall include Customer’s use of the Service, shall comply with all applicable Data Protections Laws. Customer instructs Palantir to Process Customer Personal Data: (a) to provide the Service specified in the Agreement and Documentation or otherwise perform its obligations thereunder; (b) as further initiated by Customer via Customer’s or Users use of the Service in accordance with the Agreement and Documentation; and/or (c) in accordance with any additional instruction outside the scope of the Agreement or this DPA, as documented in any other written instructions given by Customer in writing and acknowledged in writing by Palantir as constituting instructions for purposes of this DPA (collectively, “Customer Instructions”). Customer acknowledges that any additional Customer Instructions issued under (c) above may result in additional charges to the Customer by Palantir, which shall be payable in accordance with the terms of the Agreement.
5.2 Customer shall have sole responsibility for the accuracy, quality, and legality of the Customer Personal Data, the means by which it acquires and uses Customer Personal Data, and the Customer Instructions regarding the Processing of Customer Personal Data. Customer represents and warrants that it has (or its Controller has) a valid legal basis for the processing of any Customer Personal Data and has (or its Controller has) provided (or procured the provision of) all notifications and obtained (or procured the provision of) all consents, authorisations, approvals, and/or agreements (including, where Customer is a Processor or Subprocessor, with and from the applicable Controller(s)) required under applicable Data Protection Laws or policies in order to enable Palantir to receive and Process Customer Personal Data in accordance with this DPA, the Agreement and Customer Instructions.
6 PALANTIR PROCESSING OF PERSONAL DATA
Palantir will process Customer Personal Data for the purposes of performing the services and this DPA unless set out in this clause, or the processing is required by applicable law to which Palantir is subject, in which case Palantir shall to the extent permitted by applicable laws inform the Customer of that legal requirement before the relevant Processing of that personal data. Palantir shall process Customer Personal Data pursuant to Customer’s instructions and shall:
(a) designate and maintain a Data Protection Officer as required by Data Protection Laws as it pertains to Processors, which can be contacted at privacy@palantir.com;
(b) not Sell Customer Personal Data or otherwise Process Customer Personal Data for any purpose other than for the fulfilment of Customer Instructions, unless obligated to do otherwise by applicable law or regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation subpoenas), in which case Palantir will inform Customer of that legal requirement before the Processing occurs unless legally prohibited from doing so;
(c) ensure that all persons authorized by Palantir to Process Customer Personal Data, including any Sub-Processors (as defined below), are bound by confidentiality obligations consistent with those set out in this DPA, the Agreement or otherwise sufficient to meet the requirements of Data Protection Laws.
(d) shall process the Customer Personal Data to monitor performance of the Services and the Customer’s use of the Services as Controller in order to maintain and develop the Services and Professional Services and create pseudonymous log data that is used by Palantir as a Controller to troubleshoot, monitor and update the relevant Palantir platform, Services and Professional Services.
(e) shall process the business contact details of Customer, as a Controller, for the purposes of managing the Services and marketing other Palantir products and services (always subject to the requirements of the relevant Data Protection Laws).
(f) Palantir will not Sell or otherwise communicate Customer Personal Data to any Third Party for monetary or other valuable consideration.
7 SUBPROCESSORS
7.1 Customer specifically authorizes the engagement as Sub-Processors of the entities listed in Exhibit A hereto provided that, prior to permitting such Sub-Processors to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Sub- Processor imposing terms that are no less onerous than those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.2 Subject to Section 7.3, Customer generally authorizes Palantir to engage additional Sub- Processors (“Additional Sub-Processors”), provided that, prior to permitting such Additional Sub- Processor to Process any Customer Personal Data, Palantir shall enter into a written agreement with the Additional Sub-Processor imposing terms that are consistent with those set out in this DPA or otherwise sufficient to meet the requirements of Data Protection Laws.
7.3 Should Palantir engage an Additional Sub-Processor, it shall provide Customer with no less than 30 days’ notice, including the identity, location, and nature of Processing proposed to be undertaken by such Additional Sub-Processor. That notice may be given by any typical means Palantir uses to communicate with the Customer from time to time. Where Customer indicates in writing that it objects to the Processing of Customer Personal Data by such Additional Sub-Processor, the Parties shall seek to resolve the Customer concerns and where necessary the Customer may exercise its applicable rights to terminate the Agreement.
7.4 To the extent required by Data Protection Law, Palantir shall remain liable to Customer for the performance of the Sub-Processor’s obligations in relation to this Section 6 (“Sub-Processor Data Protection Liability”), and Palantir shall be permitted to re-perform or to procure the re-performance of any such obligations and Customer acknowledges that such re-performance shall diminish any claim that Customer has against Palantir in respect of any Sub-Processor Data Protection Liability.
8 SECURITY
8.1 Palantir shall take the Technical and Organisational Measures to protect the confidentiality, integrity, availability and resilience of the Palantir’s systems Processing Personal Data. Palantir may update the Technical and Organisational Measures from time to time provided that any such updates are no less protective than the original Technical and Organisational Measures.
8.2 The Customer has assessed the level of security appropriate to the Processing in the context of its obligations under Data Protection Laws and agrees that the Technical and Organisational Measures are consistent with such assessment. Customer further acknowledges that Palantir is not able to assess, and does not have knowledge of, the specific Personal Data provided by the Customer to Palantir or made available by Customer to Palantir in relation to the Services and Professional Services and that as a result the Technical and Organisational Measures proposed by Palantir are generic in nature and Palantir is unable to assess whether or not they reflect any particular risks posed by the Personal Data.
8.3 Palantir shall assist the Customer to comply with its own data security obligations under Data Protection Laws where required by the Customer in writing. If and to the extent that:
(a) such assistance requires Palantir to take additional steps beyond those imposed on Palantir by Data Protection Laws or required pursuant to the Agreement; or
(b) the relevant actions required pursuant to Section 8.3 are required as a result of an act or omission by the Customer or a party acting on behalf of the Customer in breach of this Agreement or Data Protection Laws,
then Palantir’s obligation to provide its assistance shall be subject to the Customer’s payment of Palantir’s reasonable fees in respect of such additional assistance.
9 AUDIT
9.1 Palantir uses third party auditors to verify the adequacy of its security measures. This audit is performed at least annually, by independent third-party auditors at Palantir’s selection and expense, in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: https://www.palantir.com/information-security/ (“Accreditations”).
9.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 9.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms and conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws.
9.3 In order to request an audit of Palantir’s facilities under this Section 9 Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure Palantir’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The scope of any audit under this Section 9 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section.
9.4 All information provided or made available to Customer pursuant to this Section 9 shall be Confidential Information of Palantir.
10 DEALINGS WITH DATA PROTECTION AUTHORITIES AND DATA PROTECTION IMPACT ASSESSMENTS
10.1 Palantir shall reasonably cooperate, on reasonable request and at Customer’s cost, with any Data Protection Authority in the performance of its tasks, taking into account the nature of the Processing by, and information available to, Palantir.
10.2 Taking into account the nature of the Service and the information available to Palantir, Palantir will assist Customer in complying with Customer’s obligations in respect of data protection impact assessments and prior consultation where applicable under Data Protection Laws, by providing the Report, Accountability Information and Documentation.
11 ACCOUNTABILITY
11.1 To the extent required by Data Protection Laws, Palantir shall maintain electronic records of all categories of Processing activities carried out on behalf of Customer, containing:
(a) the name and contact details of the Processors and Sub-Processors;
(b) details of the types of Processing being carried out;
(c) details of any transfers of Customer Personal Data to a territory or international organisation outside of the EEA or UK, and documentation of suitable safeguards (if applicable); and
(d) a general description of the technical and organisational security measures used in relation to the Processing,
together, the “Accountability Information”.
12 DATA SUBJECT RIGHTS
12.1 Where Palantir directly receives requests from any Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws, including to withdraw any Consent (“Data Subject Request”), or to make any claim or complaint in relation to their rights under the Data Protection Laws, and provided Palantir can reasonably identify from the information provided that the request, claim or complaint relates to Customer and Customer Personal Data, then unless prohibited by applicable law, Palantir shall forward the request, claim or complaint to Customer.
12.2 The Service provides Customer with controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data (including Customer Personal Data) as described in the Documentation. Customer may use these controls as technical and organisational measures to assist it in connection with its obligations under Data Protection Laws, including its obligations relating to responding to requests from Data Subjects. Where such controls are not sufficient to assist Customer in responding to requests from Data Subjects, Palantir shall, upon reasonable request and at Customer’s cost, use reasonable endeavours to assist the Customer (insofar as possible) with the Customer’s obligation to respond to requests from Data Subjects.
13 DATA INCIDENT
13.1 Palantir shall notify Customer without undue delay after becoming aware of a Data Incident. For avoidance of doubt, a Data Incident shall not include acts or omissions which do not breach Palantir’s security or the security of any Sub-Processor; port scans, authorized penetration tests, and denial of service attacks; or any access to or Processing of Customer Personal Data that is consistent with Customer Instructions.
13.2 Any information provided by Palantir pursuant to this Section 13 shall be the Confidential Information of Palantir and Palantir’s notification of or response to a Data Incident under this Section 13 will not be construed as an acknowledgement by Palantir or, if relevant, its Sub-Processors of any fault or liability with respect to the performance of any Service or Professional Services (as applicable).
14 DATA TRANSFERS
14.1 Palantir may Process Customer Personal Data in countries outside of the Country in which Customer is established in which Palantir or its Sub-Processors maintains facilities or infrastructure.
14.2 Where the Processing of Customer Personal Data occurs in the course of the provision of the Service involves a Restricted Transfer of Customer Personal Data by or on behalf of Customer from a Country which has implemented Data Protection Laws to Palantir (or any Palantir Affiliate) in any country that is not deemed to be an Adequate Country, then:
(a) the Parties shall hereby enter into a set of SCCs; and
(b) Palantir shall provide appropriate safeguards, meeting the requirements of the SCCs in respect of onward transfers, in relation to transfers of personal data between Palantir Affiliates for the purpose of performing Services; and
(c) Palantir shall ensure that transfers of personal data between Palantir and any Palantir third party Sub-Processors, are subject to contractual terms between Palantir and the relevant third party Sub-Processor providing appropriate safeguards and containing clauses equivalent to the SCCs.
14.3 Nothing in this DPA or the Agreement modifies any rights or obligations of Palantir or customer under the Standard Contractual Clauses.
15 LIABILITY
15.1 Subject to 15.2 and 15.3, the total combined liability of either Party and its Affiliates towards the other Party and its Affiliates under or in connection with the Agreement and the Standard Contractual Clauses combined will be the liability cap, and subject to the liability limitations, set forth in the Agreement for the relevant Party.
15.2 Nothing in this DPA serves to modify, disapply or amend the terms of the Agreement relating to liability, including but not limited to any exclusions and/or limitations of liability.
15.3 Customer shall ensure that all Customer Data it uploads onto Palantir platforms is accurate and complies with all applicable laws. Palantir does not monitor or control any Customer Data on Palantir platforms, and Customer shall defend and indemnify Palantir for any and all damages, liabilities, penalties, fines and expenses (including from third parties) arising out of the Customer’s failure to comply with this clause or any applicable laws in connection with Customer Data.
14 GENERAL TERMS
14.1 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, whilst preserving the parties’ intension as closely as possible, or, if this is not possible, (ii) construed in a manner as if the invalid off unenforceable part had never been contained therein.
14.2 Palantir may notify the Customer in writing from time to time of any variations to this DPA, including relating to cross border transfers, which are required as a result of change in Data Protection Laws. Any such changes required shall take effect on the date falling 25 working days after the date such written notice is sent by Palantir to the Customer.
17 GOVERNING LAW AND JURISDICTION
17.1 Palantir may modify the terms of this DPA by not less than 30 days’ notice to the Customer, using the correspondence method typically used by Palantir to communicate with its customers, if such modification is required for either or both of the parties to comply with any Data Protection Laws, or in order to implement or adhere to the Standard Contractual Clauses or such other permitted compliance mechanism under Data Protection Laws. In all other circumstances, the Parties may amend this DPA by agreement in writing.
17.2 This DPA, and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws that govern the Agreement. If it is or becomes a requirement that, under the Data Protection Laws or other applicable laws, this DPA must be governed by (a) the laws of a member state of the European Union (and it is not already so governed), this DPA shall be governed by and construed in accordance with the laws of Ireland; (b) the laws of the United Kingdom, this DPA shall be governed by and construed in accordance with the laws of England and Wales, and/or (c) the laws of any other jurisdiction, then this DPA shall be governed by and construed in accordance with the laws of that jurisdiction, to the extent required to satisfy such laws.
17.3 The Parties irrevocably agree that the forum set out in the Agreement shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this DPA and the documents to be entered into pursuant to it and that, accordingly, any proceedings arising out of or in connection with this DPA shall be brought in such forum save that where a mandatory requirement of Data Protection Law or other applicable laws requires that disputes arising out of or in connection with this DPA and any documents to be entered into pursuant to it are heard in (a) a member state of the European Union, then such disputes shall be heard in Ireland; (b) the United Kingdom, then such disputes shall be heard in England and Wales; and/or (c) any alternative forum, then such disputes shall be heard in that alternative forum. Each of the Parties irrevocably submits to the jurisdiction of such forum and waives any objection to proceedings in any such forum on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
EXHIBIT A
LIST OF APPROVED SUBPROCESSORS
Part I – Sub-Processors
To perform its obligations under the Agreement and this DPA, Palantir and its Affiliates may use third-party data Sub-Processors (“Third-Party Sub-Processors”) and Palantir Affiliates to process Customer Personal Data.
The following third parties are hereby specifically authorized by Customer to carry out work as Third-Party Sub-Processors for purposes of the Agreement.
Authorized Third-Party Sub-Processors | ||||
Sub-Processor | Purpose | Registered Address | Location | Transfer Mechanism |
Amazon Web Services, Inc. | Cloud hosting and infrastructure | 410 Terry Avenue North, Seattle, WA 98109, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | Cloud hosting and infrastructure (Microsoft Azure) and | One Microsoft Way Redmond, WA 98052, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Google LLC | Cloud hosting and infrastructure (Google Cloud Platform) | 1600 Amphitheatre Parkway Mountain View, 94043 CA, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Proofpoint, Inc. | Alerting and encrypted notification service | 892 Ross Drive, Sunnyvale, CA 94089, USA | As selected by Customer in the Order Form or, as applicable, other parts of the Agreement | Standard Contractual Clauses |
Microsoft Corporation | User authentication as an identity provider (where selected as chosen identity provider by Customer). | One Microsoft Way Redmond, WA 98052, USA | United States | Standard Contractual Clauses |
PART II – Palantir Affiliates
Customer specifically authorizes Palantir Affiliates as listed here: https://www.palantir.com/data-protection/agreement/affiliates/ and as updated from time to time to act as Palantir’s Subprocessor(s) including by Processing Customer Personal Data for the purposes of the Agreement for the delivery of Service and/or Professional Services to Customer. Such Processing, where applicable, shall occur under the control and direction of Palantir and shall occur on systems managed or otherwise controlled by Palantir.
EXHIBIT B
Subject Matter and Details of Customer Personal Data Processing
Categories of Data Subject Whose Personal Data May be Subject to Processing
Data Subjects include the individuals about whom Personal Data is provided to Palantir via the Service (as applicable) or otherwise by (or at the direction of) Customer or Customer’s Users.
Categories of Customer Personal Data
Customer Personal Data provided to Palantir for Processing (including via the Service) by or at the direction of Customer or Customer’s Users.
Subject Matter of Processing
Palantir’s provision of the Service and Professional Services and performance of its obligations under the Agreement.
Nature and Purpose of Processing
Palantir will Process Customer Personal Data in accordance with the terms of this DPA for the purpose of providing the Service and Professional Services to Customer pursuant to the Agreement, or as otherwise compelled by applicable law.
Duration of Processing
Continuous for duration of the Agreement, plus the period from the expiry of the Agreement until the return or deletion of all Customer Personal Data by Palantir.
Subject matter, nature and duration of processing by sub-processors
As set out in the Agreement. The duration of sub-processing is as set out immediately above.
EXHIBIT C
Definition of Completions
“Completions” means:
(i) in relation to the EU SCCs in relation to exports from the EEA:
a) the optional wording at Clauses 7 and 11 is deleted;
b) in Clause 8.9 of such SCCs, the following paragraph is added after subsection (d):
“(e) Notwithstanding the above, any audit will be limited in scope and parameter to the systems processing the relevant personal data.
Where audits include inspections, they shall be carried out with reasonable prior notice. The parties will mutually agree upon the scope, timing, duration, control and evidence requirements of the audit, provided that this requirement to agree will not permit the data importer to unreasonably delay performance of the audit.
Any audit made pursuant to this Clause (i) shall be at the expense of the requesting data exporter, and such expenses shall include any reasonable related costs of the data importer, including compensation for the hours worked by the data importer’s staff; (ii) may, if the data exporter seeks to retain an independent auditor, only be done by a party approved in advance by the data importer, which approval cannot be unreasonably withheld; and (iii) shall be subject to a non-disclosure agreement.”
c) in Clause 9, Option 1 is deleted and the time period shall be not less than [31] days;
d) the applicable wording for Clause 13(a) of the EU SCCs (as determined by the instructions in square brackets in such SCCs) is retained and the two remaining alternatives are deleted;
e) in Clause 17 of the EU SCCs, Option 2 is deleted and Option 1 is completed with details of the laws of Ireland and in Clause 18(b) of the EU SCCs is completed with details of the courts of Ireland;
f) the parties set out in Annex 1 shall be completed with the names of the Customer as exporter and Palantir as importer, the transfers shall be as described in Exhibit B and the supervisory authority shall the Irish supervisory authority; in Annex II the list of technical and organisational measures shall be the Technical and Organisational Measures and in Annex III the list of sub-processors shall be those set out in Exhibit A; and
g) in the event that the EU SCCs are replaced from those in force at the Effective Date, such completions shall be made to the revised SCCs as most closely replicate those set out above.
(ii) in relation to the EU SCCs in relation to exports from other jurisdictions besides the EEA the completions set out in (i)(a)-(g) above shall apply save that:
a) in Clause 17 of such EU SCC, the second sentence is replaced with the following: “The Parties agree that this shall be English law” save where another governing law of the EU SCCs is required as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 17 shall be completed with details of the law which that Data Protection Law requires must be applied to such EU SCCs;
b) Clause 18(b) is replaced with the following “18(b) The Parties agree that those shall be the courts of England & Wales” save where another country, state or territory must have jurisdiction over the EU SCCs as a mandatory requirement of the Data Protection Law of the relevant Country, in which case Clause 18(b) of such EU SCCs shall be completed with details of the country, state or territory which that Data Protection Law requires must have jurisdiction over the EU SCCs;
c) references in the EU SCC to “a third party located outside the European Union” are replaced by references to “a third party located outside the country or territory in which the data exporter is established”;
d) references in such EU SCC to “the Member State” are replaced by references to “the country or territory in which the data exporter is established”;
e) all references to the GDPR in such EU SCC are replaced by references to Data Protection Law of the relevant Country and references to provisions or concepts of the GDPR are replaced by references to the provisions or concepts of such Data Protection Law most closely related to the relevant term as understood in the GDPR;
f) all references to Member States of the European Union or to the European Union are replaced by references to the Country of establishment of the exporter;
g) save where required as mandatory requirement of the relevant Data Protection Law, all references in the EU SCC to (a) data subject rights or other third party beneficiary rights or (b) to obligations or liability towards data subjects or other third parties shall be deleted and ignored; and
h) to the extent that any of references to the EU SCCs referred to above under (i) to (viii) are replaced in any amended provisions or replacement or subsequently approved clauses or instrument after the Effective Date, the amendments provided above under (ii)(a)-(g) shall be adapted and/or completed if and to the extent appropriate to reflect the effect of the former as close as possible;
(iii) in relation to SCCs in relation to exports from the UK the EU SCCs shall apply as amended by either (i) the Information Commissioner’s “UK Addendum to the EU Commission Standard Contractual Clauses” found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdfhttps://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf or (ii) such replacement addendum to the EU Standard Contractual Clauses as the Information Commissioner might issue from time to time (these addenda known as the “UK SCC”), with the following items completed (or in the case of (ii) those items as most closely approximate the following items):
a) to the extent not covered by the foregoing, the completions set out in (i)(a)-(g) above shall apply save that:
b) Table 1 shall be completed with the names of the Customer as exporter and Palantir as importer;
c) in Table 2 the module of the EU SCCs selected shall be determined in accordance with the definition of SCCs set out below;
d) in Table 4 the “neither party” option shall be selected,
(iv) in relation to SCCs in relation to exports from Switzerland, the EU SCCs shall apply (incorporating the Completions set out at (i)(a)-(g) above), as amended by either (a) the FDPIC’ decision guidance of 27 August 2021 found at https://www.edoeb.admin.ch/edoeb/en/home/latest-news/aktuell_news.html#-1259254222 setting out amendments to be made to the EU SCCs in respect of transfers subject to the Swiss FADP or (b) such replacement decision of the FDPIC relating to amendments to be made to the EU SCCs from time to time (these amendments known as the “Swiss SCCs”);
(v) in relation to SCCs in relation to exports from any other Country, the Completions set out in (i)(a)-(g) above shall be made or such other Completions as most closely achieves the same outcome as those Completions;