EULA-CE.txt

OmniSci Community Edition End User License Agreement
Last Updated: 27-September-2018

	This End User License Agreement ("Agreement") is a legal agreement
	between you or the company or legal entity you represent ("you", "your"
	and "yours") and OmniSci, Inc. ("OmniSci") for the use of the Community
	Edition of the OmniSci Core Database, OmniSci Immerse Visual Analytics
	Client and OmniSci Rendering Engine (collectively, the "Software"). By
	Using (as defined below) the Software, you (a) acknowledge that you
	have read, understand and agree to the terms and conditions of this
	Agreement, and (b) represent that you have the legal authority to enter
	into this Agreement on your own behalf  or, if applicable, on behalf of
	the legal entity you represent. If do not agree with all of the terms
	and conditions of this Agreement or do not have such authority, you may
	not Use the Software.

1. DEFINITIONS

       1.1 "Cloud Provider" means a provider of cloud computing services,
       including, without limitation, Amazon Web Services, Google Cloud
       Platform, and Microsoft Azure, that is approved in advance by OmniSci in
       writing.

       1.2 "Cloud Provider Terms" means the agreements, terms, conditions and
       policies of your Cloud Provider governing your use of Cloud Services.

       1.3 "Cloud Services" means the cloud computing services provided to you
       by a Cloud Provider pursuant to an agreement between you and the Cloud
       Provider.

       1.4 "Documentation" means any user manuals or any other documentation
       relating to the Software that OmniSci provides or makes available to
       you.

       1.5 "Use" or "Using" means to install, load, run, execute, access,
       activate the processing capabilities of the Software and display the
       results thereof.

2. LICENSE

       2.1 License Grant. Subject to your compliance with the terms and
       conditions of this Agreement and any applicable Cloud Provider Terms,
       OmniSci hereby grants you a limited, non-exclusive, non-transferable,
       non-sublicenseable license, solely for your internal non-commercial
       (i.e., non-competitive, development, research, testing and evaluation)
       and/or academic purposes, to (a) Use the Software, in object code form
       only, on computing resources owned and/or operated by you or your Cloud
       Provider, and (b) use the Documentation as reasonably necessary to Use
       the Software and/or allow your Cloud Provider to provide you with Cloud
       Services. You may make a reasonable number of copies of the Software and
       Documentation for archival and back-up purposes only, provided that you
       include on each such copy all copyright or other proprietary notices
       contained on the Software and Documentation. All Software will be
       delivered by electronic means and will be deemed delivered when it is
       first made available for your download or Use. If you are interested in
       using the Software for commercial purposes (i.e., in connection with the
       provision and support of commercial products or services, or for
       organizational daily or routine business purposes), please contact
       OmniSci to obtain a commercial license.

       2.2 Restrictions. Except as expressly permitted hereunder, you will not
       (a) decompile, disassemble or reverse engineer the Software, except to
       the extent expressly permitted by applicable law notwithstanding a
       contractual prohibition to the contrary, (b) modify, publish, transmit,
       license, sublicense, assign, transfer, sell, grant a security interest
       in, distribute, reproduce, create derivative or collective works from
       the Software or the Documentation, (c) disclose, divulge, communicate,
       or allow access to the Software or Documentation to any person except
       your authorized agents, employees, or other parties expressly authorized
       hereunder (such as your Cloud Provider), (d) allow the Software to be
       used on an external commercial rental, time-sharing, or subscription
       basis or service bureau arrangement, (e) remove or modify any
       proprietary markings or any notice of OmniSci's or its licensors'
       proprietary rights included in the Software or Documentation, (f)
       publish a review of the Software, information regarding any bugs or
       defects in the Software, or the results of any benchmark tests run on
       the Software, in each case, without the prior written consent of
       OmniSci, (g) Use the OmniSci Rendering Engine with any software other
       than the OmniSci Core Database and OmniSci Immerse Visual Analytics
       Client, or (h) permit or assist any third party in doing any of the
       foregoing. If you Use the Software via Cloud Services, you are
       responsible for ensuring that your Cloud Provider does not violate any
       of the foregoing restrictions.

       2.3 Ownership. The Software and Documentation are licensed, not sold.
       You acknowledge that (a) all right, title and interest in all copies of
       the Software and Documentation, and all intellectual and proprietary
       rights therein, are and will remain with OmniSci or its third-party
       licensors, (b) no right or interest in the Software or Documentation is
       conveyed other than the limited license granted by this Agreement, (c)
       the Software and Documentation are protected by the copyright laws of
       the United States and by international treaties, and (d) the Software
       and Documentation embody valuable proprietary information of OmniSci.

       2.4 Feedback. To the extent you provide OmniSci with any suggestions,
       comments, ideas, corrections, improvements, feedback or other
       information about the Software in either verbal or written form
       (collectively, "Feedback"), you hereby grant OmniSci a non-exclusive,
       worldwide, perpetual, irrevocable, transferable, sublicenseable, royalty
       free, fully paid-up right and license to access, use, reproduce,
       transmit, display, publish, distribute, modify and adapt and create
       derivative works from such Feedback in connection with any product or
       service or for any other purpose, without any obligations to you or
       restrictions of any kind.

       2.5 Third-Party Software. The Software may contain or be provided with
       certain third-party software licensed by its owners under its own
       license (collectively, the "Third-Party Software"). Third-Party Software
       is subject to the terms of the third-party software license accompanying
       or otherwise applicable to that Third-Party Software ("Third-Party
       License"). The Third-Party Licenses are set forth in the Documentation.
       The terms of the applicable Third-Party License will apply to the
       Third-Party Software independent of the terms of this Agreement. You may
       not use any component contained in or provided with the Software on a
       standalone basis or to interoperate with any program(s) other than the
       Software.

       2.6 High Risk Activities. The Software is not designed or intended for
       use in medical, nuclear, aviation, navigation, military or other high
       risk activities where failure of the Software could result in death,
       personal injury and/or substantial property damage. You will not use the
       Software any such purposes, and OmniSci and its licensors expressly
       disclaim and are released from any responsibility or liability for any
       and all damages that may be incurred due to the use of the Software in
       such applications.

       2.7 Audit. OmniSci and its licensors will have the right to gain access
       to, examine and audit, during normal business hours upon reasonable
       prior written notice to you, all of your locations, computing resources,
       records, accounts and other information for purposes of determining your
       compliance with this Agreement. You agree to provide reasonable
       assistance and access to information in the course of any such audit.
       Any such audit will be at OmniSci's expense provided that, if an audit
       reveals that you have exceeded the scope and number of licenses or have
       otherwise breached this Agreement, in addition to acquiring additional
       licenses or otherwise curing such breach, you will reimburse OmniSci for
       the reasonable cost of the audit. OmniSci will also have the right to
       share the results of any such audit with our licensors.

3. SUPPORT

       3.1 Support Services. OmniSci does not provide formal support for the
       Community Edition of the Software. However, you will also have access to
       OmniSci's Community Forum where other users of the Software may offer
       tips, best practices, troubleshooting and informal training with respect
       to the Software.

       3.2 Diagnostic Data. The Software may transmit diagnostic data relating
       to the Software, including, without limitation, system specifications
       and performance, capacity usage, system faults, and other information of
       a similar nature (collectively, "Diagnostic Data") to OmniSci.
       Diagnostic Data may also include general product use information,
       including, without limitation, navigation, links, buttons, refreshes,
       errors, dashboard characteristics (chart count and types, filter count),
       and data size (row and column count). Diagnostic Data may be sent on a
       periodic basis and upon a failure or fault in the Software. If you block
       the transmission of Diagnostic Data, the Software may not function. In
       addition to the automatic transmission of Diagnostic Data, you may
       choose to provide additional data files ("Core Dumps") to OmniSci for
       technical analysis in the context of receiving support. You hereby grant
       OmniSci a non-exclusive, worldwide, perpetual, irrevocable,
       transferable, sublicenseable, royalty free, fully paid-up license to
       access, use, reproduce, transmit, display, publish, distribute, modify,
       adapt and create derivative works from the Diagnostic Data and Core
       Dumps in connection with providing support, troubleshooting the Software
       and enhancing, improving, and developing the Software and related
       products and services. OmniSci will take commercially reasonable steps
       to protect your Diagnostic Data and Core Dumps from unauthorized access
       or disclosure. OmniSci reserves the right to disclose Diagnostic Data
       and Core Dumps (a) to OmniSci partners subject to confidentiality
       obligations to assist with specific support issues, or (b) in an
       anonymous and aggregated form that does not link such information to you
       or to any identifiable person.

4. CONFIDENTIAL INFORMATION

As used herein, "Confidential Information" means all nonpublic information
disclosed by OmniSci, its affiliates and licensors that is designated as
confidential or that, given the nature of the information or circumstances
surrounding its disclosure, should reasonably be understood to be confidential.
Confidential Information includes (a) nonpublic information relating to ideas,
features, functions, organization, structure, graphics, or user interfaces of
the Software, and (b) performance benchmarks and other test results of the
Software. Confidential Information does not include any information that you
can document (i) is or becomes publicly available without breach of this
Agreement, (ii) was known to you at the time of your receipt from OmniSci,
(iii) is received from a third party that is not subject to an obligation of
confidentiality or whose disclosure of such information is not in violation of
applicable law, or (iv) is independently developed by you without reference to
Confidential Information. You may use Confidential Information only in
connection with your use of the Software and Documentation as permitted under
this Agreement. You will take all reasonable measures to protect Confidential
Information from unauthorized disclosure, dissemination or use using the same
degree of care you use to protect your own confidential information of a
similar nature, but in no event less than a reasonable degree of care.

5. TERM AND TERMINATION

       5.1 Term. This Agreement will commence upon your first Use of the
       Software and continue until terminated in accordance with this Section.

       5.2 Termination. Either party will have the right to terminate this
       Agreement upon written notice to the other party, in the event that the
       other party (a) breaches any material terms or obligations under this
       Agreement and fails to cure such breach within 30 days after notice
       thereof, or (b) dissolves, is declared insolvent or bankrupt, makes an
       assignment for the benefit of creditors, has a receiver appointed, or is
       the subject of any proceeding under any bankruptcy or insolvency laws,
       which proceeding, if initiated against such party, is not dismissed
       within 30 days. This Agreement will automatically terminate in the event
       that you violate Sections 2.1, 2.2, 2.6, or 4.  You may terminate this
       Agreement and your Use of the Software at any time for convenience with
       or without notice to OmniSci.

       5.3 Termination by Your Cloud Provider. You acknowledge that your Cloud
       Provider may have the right to suspend or terminate your Cloud Services
       pursuant to the Cloud Provider Terms, which will also terminate your Use
       of the Software if hosted via Cloud Services.

       5.4 Effect of Termination. Upon any termination of this Agreement, you
       will (a) immediately cease all Use of the Software and Documentation,
       (b) return to OmniSci, destroy or erase all copies (electronic or
       otherwise) of the Software, Documentation, and any Confidential
       Information you may have received from OmniSci, and (c) within 10 days
       of such termination, furnish written notice of such return, destruction
       or erasure to OmniSci.

       5.5 Survival. The following sections will survive any termination of
       this Agreement: 1, 2.2, 2.7, 4, 5.4, 5.5, 6, 7, 8, and 9.

6. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS", AND OMNISCI AND ITS LICENSORS MAKE NO OTHER
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT,
ALL OF WHICH ARE HEREBY EXCLUDED AND DISCLAIMED. WITHOUT LIMITING THE
FOREGOING, OMNISCI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, SECURE
OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE CAN OR WILL BE CORRECTED.

7. INDEMNITY

OmniSci will have no liability to you, and you will, on the terms set forth
above, defend and indemnify OmniSci and its licensors against claims of
infringement based on (a) Use of the Software not in accordance with the
Documentation or in violation of the terms and conditions of this Agreement,
(b) the Use or combination of the Software with any other software or hardware
not provided by OmniSci, if such infringement would not have occurred but for
such Use or combination, (c) any modification of the Software by anyone other
than OmniSci, (d) the Use of other than the most current version of the
Software, if such version was made available by OmniSci for no additional fees
with notice that such version was being provided in order to avoid an alleged
or potential infringement, or (e) claims of infringement of intellectual
property rights of you or your affiliates. You will also defend, indemnify and
hold OmniSci and its licensors harmless from and against any claims, damages,
losses, liabilities, costs, and expenses (including reasonable attorneys' fees)
arising out of or relating to your breach of this Agreement, violation of any
applicable law, your breach of any applicable Cloud Provider Terms, or any
misuse of the Software or violation of OmniSci's or its licensors' rights
therein by your Cloud Provider.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL OMNISCI OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR LOSS OF PROFITS, GOODWILL, USE OR DATA, OR FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

       9.1 Assignment. You may not delegate any of your obligations under this
       Agreement, or assign or transfer this Agreement or any of your rights
       hereunder, whether by operation of law or otherwise, without the prior
       written consent of OmniSci. A change of control involving you will
       constitute an assignment for purposes of the foregoing restriction. Any
       delegation, assignment or transfer of this Agreement in violation of
       this Section 10.1 will be void and of no force and effect and a material
       breach of this Agreement. OmniSci may freely assign or transfer this
       Agreement. Subject to the foregoing, this Agreement will be binding
       upon, and inure to the benefit of the parties and their respective
       successors and assigns.

       9.2 Compliance with Laws. You will comply with all applicable laws and
       regulations relating to your Use of the Software, including without
       limitation, those relating to export and import, privacy and personal
       data protection.

       9.3 Entire Agreement. This Agreement sets forth the complete
       understanding between you and OmniSci with respect to the subject matter
       hereof and supersedes all prior understandings and communications
       relating thereto. No term or condition of a purchase order or other
       document you submit to OmniSci which is different from, inconsistent
       with, or in addition to the terms and conditions set forth herein will
       be binding upon OmniSci. To the extent that this document may constitute
       an acceptance, this acceptance is expressly conditioned on your assent
       to the terms and conditions set forth herein.

       9.4 Export Control. You may not Use or otherwise export or reexport the
       Software except as authorized by United States law and the laws of the
       jurisdiction in which the Software was obtained. In particular, but
       without limitation, the Software may not be exported or reexported (a)
       into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury
       Department's list of Specially Designated Nationals or the U.S.
       Department of Commerce Denied Person's List or Entity List. By Using the
       Software, you represent and warrant that you are not located in any such
       country or on any such list. You also agree that you will not Use the
       Software for any purposes prohibited by United States law, including,
       without limitation, the development, design, manufacture or production
       of missiles, nuclear, chemical or biological weapons.

       9.5 Force Majeure. Neither party will be responsible for any failure to
       perform its obligations under this Agreement (other than obligations to
       pay money) caused by an event beyond its reasonable control, including
       but not limited to, wars, riots, labor strikes, natural disasters, the
       infrastructure of the Internet, or any law, regulation, ordinance or
       other act or order of any court, government or governmental agency.

       9.6 Governing Law; Disputes. This Agreement will be governed by and
       construed in accordance with the laws of the State of California, as
       applied to agreements entered into and to be performed entirely within
       California between California residents. This Agreement will not be
       governed by the United Nations Convention on Contracts for the
       International Sale of Goods, the application of which is expressly
       excluded. Any dispute or claim arising out of or relating to this
       Agreement, except for those relating to a breach of confidentiality by
       you, the infringement of OmniSci's intellectual property rights or the
       access or Use of the Software in violation of this Agreement (a
       "Claim"), will be resolved by binding arbitration in accordance with the
       then current Commercial Arbitration Rules of the American Arbitration
       Association ("AAA"). You and OmniSci will select a single, mutually
       acceptable arbitrator knowledgeable about issues relating to the subject
       matter of this Agreement. In the event that you and OmniSci are unable
       to agree to such a selection, AAA will appoint a single neutral
       arbitrator knowledgeable about issues relating to the subject matter of
       this Agreement to preside over the matter. The seat of arbitration will
       be San Francisco, California. The arbitration will be conducted in the
       English language, and at the option of the party seeking relief, by
       telephone, online, or based solely on written submissions. The
       arbitrator will not have the authority to modify any provision this
       Agreement or to award punitive damages. Unless the arbitrator finds the
       arbitration was frivolous or brought for an improper purpose, the
       parties will split equally the costs of the arbitration. To the fullest
       extent permitted by applicable law, you and OmniSci each agree that any
       proceeding to resolve a Claim will be conducted only in the respective
       party's individual capacity and not as a plaintiff or class member in
       any purported class, consolidated, multiple plaintiff or representative
       action ("Class Action"). If for any reason a Claim proceeds in court
       rather than in arbitration, such Claim will be brought only in a court
       of competent jurisdiction in San Francisco, California, both you and
       OmniSci agree to accept and submit to the personal jurisdiction of such
       court, and you and OmniSci each waive any right to a jury trial. You and
       OmniSci expressly waive any ability to maintain any Class Action in any
       forum. If the Claim is subject to arbitration, the arbitrator will not
       have authority to combine or aggregate similar claims or conduct any
       Class Action nor make an award to any person or entity not a party to
       the arbitration. Any claim that all or part of this Class Action waiver
       is unenforceable, unconscionable, void, or voidable may be determined
       only by a court of competent jurisdiction and not by an arbitrator. In
       no event will any Claim, or any other action or proceeding by you
       (including arbitration under this Section 10.7) be instituted more than
       1 year after the cause of action arose. Any judgment on the award
       rendered by the arbitrator may be entered in any court of competent
       jurisdiction. If a court of competent jurisdiction finds the foregoing
       arbitration provisions invalid or inapplicable, you and OmniSci each
       agree to the exclusive jurisdiction of the Federal and State courts
       located in San Francisco, California, and you and OmniSci each agree to
       submit to the exercise of personal jurisdiction of such courts for the
       purposes of litigating any applicable Claim.

       9.7 Government End Users. The Software and Documentation are "Commercial
       Items", as that term is defined at 48 C.F.R. 2.101, consisting of
       "Commercial Computer Software" and "Commercial Computer Software
       Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R.
       227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R.
       227.7202-1 through 227.7202-4, as applicable, the Commercial Computer
       Software and Commercial Computer Software Documentation are being
       licensed to U.S. Government end users and U.S. Government contractors
       (a) only as Commercial Items and (b) with only those rights as are
       granted to all other end users pursuant to the terms and conditions
       herein.

       9.8 Modification; Waiver. This Agreement may not be modified or amended
       except pursuant to a written instrument signed by both parties. The
       waiver by either party of a breach of any provision hereof will not be
       construed as a waiver of any succeeding breach of the same or any other
       provision, nor will any delay or omission on the part of such party to
       avail itself of any right, power or privilege that it has or may have
       hereunder operate as a waiver of any right, power or privilege.

       9.9 Publicity. OmniSci may include your name and logo on its customer
       lists and reference the fact that you are a customer of OmniSci.
       However, neither party may issue a press release regarding this
       Agreement without the other party's prior written approval (which will
       not be unreasonably withheld or delayed).

       9.10 Notices. Notices in connection with this Agreement must be in
       writing and either delivered in person or by recognized commercial
       courier or certified mail, postage and fees prepaid, return receipt
       requested, and addressed (a) if to OmniSci, to OmniSci, Inc., 1 Front
       Street, Suite 2650, San Francisco, CA, 94111 USA, Attention: Legal
       Department, and (b) if to you, to the address you provided to OmniSci
       prior to downloading the Software, or to such other address as you have
       specified by notice hereunder. Notices will be deemed effective when
       received or, if delivery is refused, when delivery is attempted.

       9.11 Relationship of Parties. OmniSci and you are independent
       contractors, and neither party, nor any of their respective affiliates,
       is an agent of the other for any purpose or has the authority to bind
       the other.

       9.12 Severability. In the event that any provision of this Agreement is
       for any reason held invalid, illegal or unenforceable in any respect by
       a court of competent jurisdiction, to such extent such provision will be
       deemed null and void and severed from this Agreement, and the remainder
       hereof will remain in full force and effect.