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1Patent Grant
2
31. Definitions.
4
5"Entity" means any person, corporation, partnership, limited liability company,
6association, joint stock company, trust, joint venture, unincorporated
7organization, governmental entity (or any department, agency, or political
8subdivision thereof) or any other legal entity.
9
10"Palantir" means Palantir Technologies Inc., together with any Entity in
11whatever country organized, that controls, is controlled by or is under common
12control of Palantir Technologies Inc. The term "control" means possession,
13direct or indirect, of the power to direct or cause the direction of the
14management and policies of an Entity, whether by contract or otherwise.
15
16"Software" means the Blueprint software (including the user interface elements
17embodied therein), in binary, source, or object form, including any
18modifications or additions to the Blueprint software submitted for inclusion in
19the software.
20
21"You" means each Entity that is a recipient of the Software.
22
232. Grant of Patent License. Palantir hereby grants to You a perpetual,
24worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated
25in the termination provision below) patent license to make, have made, use,
26offer to sell, import, and otherwise transfer the Software, where such license
27applies only to those patent claims licensable by Palantir that are necessarily
28infringed by the Software standing alone. For avoidance of doubt, no license is
29granted under Palantir's rights in any patent claims that are infringed by (i)
30modifications to the Software made by You or any third party or (ii) the
31Software in combination with any software or other technology.
32
333. Termination of Patent License. If You or Your agent or exclusive licensee
34institute, directly or indirectly, or agree to the institution of or take
35financial interest in any lawsuit or other action, including a cross-claim or
36counterclaim, alleging direct, indirect, joint, or contributory infringement or
37inducement to infringe any patent against: (i) Palantir, (ii) any party if such
38allegation arises in whole or in part from any software, technology, product or
39service of Palantir, or (iii) any party relating to the Software, then any and
40all rights granted to You under this license shall terminate automatically and
41without notice as of the date such assertion is made. Notwithstanding the
42foregoing, if Palantir files a lawsuit alleging patent infringement against You
43in the first instance, and, in response, You file a patent infringement
44counterclaim that is unrelated to the Software, the license granted hereunder
45will not terminate due to such counterclaim.