CARTO On-Premises License and Support Services Agreement

This CARTO On-Premises License and Support Services Agreement (the "Agreement") is made and entered into by and between CartoDB Inc., doing business as CARTO, a Delaware corporation with offices located at 201 Moore Street, Brooklyn, NY 11206 (the “Company” or “us") and the customer designated on the Order Form (“Customer or “you”), which are each designated a “Party” and collectively, the “Parties”.

WHEREAS, Customer wishes to license the Software and Data and receive certain Support Services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Company has agreed to license to Customer the Software and Data and provide certain Support Services upon the terms set forth herein; and

NOW, THEREFORE, the Parties agree as follows:

1. Definitions and Interpretation.
a. “Add-ons” means additional functionality for Engine and/or Builder included in the Order Form.
b. “Builder” has the meaning set forth in the Order Form.
c. “CARTO” means Builder, Engine, Location Data Services and any application program interfaces (API’s) related thereto.
d. “CARTO Technology“ means all tangible results and processes, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, source code, programs, middleware, applications, and solutions conceived, made, or discovered by the Company in providing the Software or Virtual Appliance that do not pertain to the Open Source Software.
e. “Change in Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any   change   in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.
f. “Commercial Use” means a use intended for commercial advantage or monetary compensation.
g. “Data” means data stored in the Software or otherwise provided pursuant to the Agreement.
h. “Data Server Cores” means CPU Cores.
i. “Documentation” means any related components purchased or provided with the Software, API’s, associated media,
printed materials, online or electronic documentation, and any updates and maintenance releases thereto.
j. “Effective Date” has the meaning set forth in the Order Form.
k. “Engine” has the meaning set forth in the Order Form.
l. “Internal/non-commercial Use” means any use other than a Commercial Use.
m. “Installation Location(s)” has the meaning set forth in the Order Form.
n. “Installer File” means a piece of software that is used to install CARTO Software on a system.
o. “License Plan” means the type of plan(s) selected in the Order Form.
p. “Licenses” shall mean the Software and Data licenses granted in Section 3.
q. “Location Data Services” has the meaning set forth in the Order Form.
r. “Maps” mean maps and related data visualizations produced using the Software and Data.
s. “Order Form” means the agreement the Customer completes to purchase the rights and services as described in this
Agreement.
t. "Open Source Software" means various open source software components of the Software licensed under the terms of
applicable open source license agreements included in the materials relating to such Software. Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions.
u. “Product” has meaning in the Order Form, including any updates, modifications and revisions thereto.
v. “Real Time Navigation” has the meaning set forth in Section 9.
w."Software"meansCARTOproductsthataremadeavailabletoyouunderthisAgreementasdescribedintheOrderForm,
including, but not limited to the Documentation.
x. “Special Support Services” has the meaning set forth in a Special Support Services Addendum, if Special Support
Services are included in the Order Form.
y. “Support Services” has the meaning set forth in the Order Form.
z. “Term has the meaning set forth in Section 2.
aa. “Third Party Data Provider” has the meaning set forth in Section 9.
bb. “Your Content” means any data, content, code, video, images or other materials of any type that you upload, store, submit
or otherwise transmit to or through the Software.
cc. “Your Modifications” means any modification to the Software’s source code or Documentation.

2. Term.

a. The Licenses granted hereunder will come into force upon the Effective Date and continue for the duration of the period
described in the Order Form (the “Term”). The Licenses and the Support Services will end at the end of the Term, upon which this Agreement will terminate automatically, unless terminated earlier as provided herein.

3. Grants of License.

a. If your Order Form Provides for Commercial Use, we grant you the following license:
    CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017
  i. If Builder is selected in your Order Form, we grant you a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to use Builder in the Product to analyze and visualize data, subject to the limitations (i.e. number of customers or end users, Data Server Cores, etc.) included in your License Plan.
ii. If Engine is selected in your Order Form, we grant you a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to use Engine in the Product to develop online services and applications using API’s, subject to the limitations (i.e. number of customers or end users, Data Server Cores, etc.) included in your License Plan.
iii. If Location Data Services is selected in your Order Form, we grant you a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to use CARTO to access third party data sets and to make them available to your end users through your Product, subject to the limitations (i.e. number of customers or end users, Data Server Cores, etc.) included your License Plan.
b. If your Order Form Provides for Internal/Non-commercial Use, we grant you the following license:
i. If your Order Form is for Builder we grant you a non-exclusive, revocable, worldwide, non-transferable, non-sublicensable right and license to use Builder to analyze and visualize data, solely for
Internal/non-commercial Use.
ii. If your Order Form is for Engine, we grant you a non-exclusive, revocable, worldwide, non-transferable,
non-sublicensable right and license to use Engine to develop online services and applications using application
program interfaces (API’s), solely for Internal/non-commercial Use.
iii. If your Order Form is for Location Data Services, we grant you a non-exclusive, revocable, worldwide,
non-transferable, non-sublicensable right and license to use CARTO to access third party data sets and to make them available to your end users solely for Internal/non-commercial Use.

4. Delivery of Software and Data.

a. The Company will deliver the Software and Data to you via an Installer File within 10 Business Days following the
Effective Date.
b. We may change the features and functions of the Software, including API’s over time. It is your responsibility to ensure
that your use of the Software is compatible with then current API’s. We will endeavor to avoid changes to our API’s that are not backward-compatible. If any such changes become necessary, we will use reasonable efforts to notify you prior to implementation.

5. Description of Support Services.

a. The Company shall provide the Support Services for your CARTO Plan as set forth at  https://carto.com/docs/faqs/support .
b. You acknowledge that the Support Services shall not apply to your own hardware and/or software, Your Modifications, nor
does it apply to third parties’ hardware and/or software, even if it has been installed along with the Software.
c. Unless the Company has otherwise agreed by prior written consent, the Support Services provided by the Company to
you are subject to the following limitations:
i. the Software may only be installed for the number of instances specified the Order Form;
ii. unless otherwise specified in the Order Form, for each Software license acquired, you may install one production instance of the Software on systems owned or operated by you (or your third party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement);
iii. the Software must only be installed and used at the Installation Location(s).

6. Invoicing and Payment.

a. By agreeing to the Order Form, Customer has agreed to make all payments according to the schedule specified in the
Order Form.
b. For Customers with a Commercial Use license:
i. if during the Term you exceed a limitation (i.e. end users or customers, Data Server Cores, etc.) included in the License Plan selected in the Order Form, you shall be charged at the next level for the remainder of the Term.
ii. if your License Plan is based upon the number of your employees, the payment will be adjusted annually based upon the number of your employees at each anniversary of the Effective Date.
iii. a License Plan shall apply only to the Product listed on the Order Form. Additional License Plans will be required for use of the Software or the Data in any product not listed on the Order Form whether for Commercial or Internal/non-commercial Use.
c. All Charges stated in or in relation to this Agreement are stated exclusive of VAT, unless the context requires otherwise.
d. You will be responsible for all taxes, other than any U.S. tax based on the Company’s net income.

7. Publicity.

a. We’re proud that you are a part of the CARTO community! You grant us a worldwide, non-exclusive, royalty-free,
non-transferable license to use your trademarks, service marks, and logos for the purpose of identifying you as a customer of CARTO in order to promote CARTO.

8. Your Obligations.

a. You shall provide access to your facilities and equipment in connection with Company's performance of any on-site
Special Support Services hereunder. No charge shall be made for such access and Company will provide prior notification
when such access is required.
b. You shall be responsible for obtaining any required third party hardware and/or software, including updates thereto.
c. Your system administrator must be present when any on-site Special Support Services are provided.
      CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017
  d. It is Your responsibility to properly backup all data prior to the Company providing Special Support Services.
e. You agree that Company and its affiliates may collect and use technical information gathered as part of the Support Services provided to you. Company may use this information to ensure proper authorization of all copies of the Software as well as to improve Company's products or provide customized services or technologies to you, but for no other
purpose. Company will not disclose this information in a form that identifies you to any third parties.
f. Other than Your Content, all Data displayed on or accessible through the Software is the property of the Company and/or third parties and is protected by United States and international copyright laws. You may be held liable for any
unauthorized copying or disclosing of this Data.
g. You are solely responsible for any and all acts and omissions that occur via usage of the Software and Data, including any
actions by end users. You may not use the Software and the Data for any unlawful purpose.
h. You agree not to use any API in any manner that could damage or overburden CARTO or interfere with any other party’s use of CARTO.
i. You agree to not engage (or allow others to engage) in the following unacceptable uses of CARTO:
i. Disseminating or transmitting material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
ii. Disseminating, storing, or transmitting files, graphics, software, or other material that actually or potentially infringes on the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
iii. Exporting, re-exporting, or permitting downloading of any content in violation of any export or import law,
regulation, or restriction of the United States and its agencies or authorities, or without all required approvals,
licenses, or exemptions;
iv. Creating a false identify or otherwise attempting to mislead any person as to the identify or origin of the
communication; or
v. Interfering with or attempting to gain unauthorized access to other accounts or any other computer network.

9. Location Data Services.

a. If Location Data Services are included in your Order Form, the following terms shall apply:
i. CARTO includes Location Data Services that utilize data from a variety of third parties (the “Third Party Data Providers”).
ii. A list of each of the applicable Third Party Data Providers, and a link to the licenses by which the respective data is licensed can be found at  https://carto.com/legal . You agree to abide by the terms of the Third Party Data Providers licenses that you use and acknowledge that some Third Party Data Providers do not grant rights in their Data for commercial use.
iii. You may not use any of the Location Data Services in any way not authorized by this Agreement, including without limitation, to develop a general database of locations or points of interest or any other general purpose database or to develop or test any service that would compete with any Location Data Service or an API that would compete with any Location Data Service.
iv. You acknowledge that CARTO is designed for the visualization and analysis of location data to produce dynamic maps and other visualizations that can be used to provide directions and similar results for a variety of commercial and consumer applications. Neither we nor our suppliers are responsible for any damages arising out of, relating to or that result from your use of CARTO, on its own or integrated with (or otherwise made a part of) any other software, sensors (or other hardware) or data to:
1. provide real-time, turn-by-turn navigation for a vehicle of any type, whether automatically or autonomously (such as in an autonomous or semi-autonomous vehicle) or through voice-activated or other prompts (such as those provided in connection with satellite navigation devices),
2. display a dynamic or static map or visualization on a moving vehicle of any type, or
3. operate, fly or otherwise control manned or unmanned aircraft (collectively “Real Time Navigation”).
v. You hereby agree to indemnify us pursuant to Section 17(a) below for any claims that arise from your use of
CARTO for Real Time Navigation.

10. Representations.

a. You warrant and represent to the Company that:
i. You are duly organized and in good standing under the laws of your jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for your performance of this Agreement;
ii. Your entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument; and,
iii. Your entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which you are bound.
b. The Company warrants and represents to you:
i. It is duly organized and in good standing under the laws of its jurisdiction of organization and in each other
jurisdiction where such organization or good standing is required for its performance of this Agreement;
ii. Its entry into and performance under this Agreement has been duly approved by all necessary corporate action
and does not violate any constituent instrument; and,
iii. Its entry into and performance under this Agreement does not violate any law or regulation, judicial or executive
order, or contractual commitment by which it is bound.

11. Intellectual Property Rights.

    CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017
  a. In accepting this Agreement, you agree to abide by the terms of all applicable licenses of the components of the Software. This Agreement does not constitute a sale of Data or of CARTO or of any copy of the Data of CARTO. You acknowledge that, as between us and you, we are the owner of (or derive ownership title rights from third parties to) CARTO Technology and the intellectual property content contained therein. You do not by this Agreement acquire any such rights. You do not receive or acquire any proprietary rights therein. You may not use, access, or allow others to use or access the Content in any manner not permitted under this Agreement.
b. The Data is provided under license from third parties, and is subject to copyright and other intellectual property rights owned or licensed by such third parties. We and our suppliers have the right to enforce such rights as contractual rights pursuant to this Agreement. You may be held liable for any unauthorized use, copying or disclosure of this Data.
c. We reserve all rights not expressly granted to you. The use of CARTO may not be transferred to anyone without our prior written consent. Any authorized transferee shall agree in writing to be bound by this Agreement. In no event may you copy, loan, rent, timeshare, sublicense, assign, transfer, lease, sell or otherwise dispose of CARTO, the Data or Documentation on a temporary or permanent basis except as expressly provided herein.
d. You may not, nor permit any third party to, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code from CARTO other than those components subject to Open Source Software licenses that permit such actions.
e. All logos and product names appearing on or in connection with CARTO are proprietary to the Company or its licensors and/or suppliers. You agree to never remove or obscure any proprietary notices, logos or product identification labels from the Company’s software, maps, and other content, as applicable.
f. You agree that our licensors shall be third party beneficiaries to this Agreement and that these entities may directly enforce, and may rely upon, any provision of the Agreement that confers a benefit on them or grants rights in favor of them.

12. Confidentiality.

a. Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business,
technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. The parties agree that any CARTO Technology and any performance information relating to the Software shall be deemed Confidential Information of the Company without any marking or further designation.
b. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of the Software.

13. Your Content.

a. You will retain all right, title and interest in and to Your Content.
b. You agree that with respect to the Data, Your Content and your use of the Software, you will comply with all laws, policies
and regulations, including those pertaining to privacy and/or data protection.

14. Termination.

a. This Agreement is in effect for the Term, unless sooner terminated as permitted herein.
b. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of
the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach.
c. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate,
declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
d. If this Agreement is terminated due to your breach, we shall be entitled to accelerate all remaining payments.
e. Upon termination, you shall remove the Software, Data from your Installation Location(s) and at our direction either
destroy or return to us.
f. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy,
including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

15. Warranties.

a. Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT THE TERM COMPANY INCLUDES CARTODB, INC.,
ITS BRANCHES AND SUBSIDIARIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS,
AGENTS, AFFILIATES, AND SUBCONTRACTORS OF THE SAME.
b. Limited Warranty . The Company warrants, for Customer’s benefit only, that CARTO will operate in substantial conformity
with the applicable Documentation. The Company does not warrant that Customer’s use of CARTO or Data will be
CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017
       
  uninterrupted or error-free, nor does the Company warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. The Company’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in the Company’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity, or if the Company determines such remedy to be impracticable, to allow Customer to terminate the applicable Subscription Term and receive as its sole remedy a refund of: (a) any fees Customer has pre-paid for use of the Software or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 15 shall not apply: (i) unless Customer makes a claim within thirty (90) days of the date on which the condition giving rise to the claim first appeared, or (ii) if the error was caused by misuse, unauthorized modifications to CARTO or the Data.
c. Exclusions. The above warranty shall not apply: (i) if CARTO or Data is used with hardware or software or data not authorized in the Documentation; or (ii) if CARTO or Data is provided on a no charge or evaluation basis.

d. Disclaimer of Warranty . EXCEPT AS OTHERWISE SET FORTH IN SECTION 15(B), YOU EXPRESSLY AGREE THAT THE USE OF CARTO IS AT YOUR SOLE RISK. CARTO AND ITS SOFTWARE, MAPS, DATA AND OTHER CONTENT, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, DATA OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH CARTO, ARE PROVIDED ON AN “AS IS” “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH CARTO, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
e. Accuracy . THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS FROM THE USE OF CARTO OR ANY THIRD PARTY SITES REFERRED TO ON OR BY CARTO, INCLUDING ANY MAPS RENDERED THEREBY, GEOCODING RESULTS OBTAINED OR DIRECTIONS GENERATED THEREFROM, IN TERMS OF CORRECTNESS, ACCURACY, PRECISION, RELIABILITY, OR OTHERWISE.
f. Harm to Your Computer . YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN SOFTWARE, SERVICES, MAPS, DATA OR CONTENT THROUGH CARTO OR ANY THIRD PARTY SITES REFERRED TO ON OR BY CARTO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.

16. Limitation of Liability.

a. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT
LIMITED TO NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THIG AGREEMENT OR THAT RESULT FROM (I) YOUR USE OR THE INABILITY TO USE CARTO (INCLUDING SOFTWARE, MAPS, DATA, CONTENT, USER SUBMISSIONS, OR ANY THIRD PARTY SITES REFERRED TO ON OR BY CARTO) AND (II) THE SUPPORT SERVICES PROVIDED HEREIN, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Limitation of Damages . IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF CARTO (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED FEES PAID IN THE PRECEDING TWELVE (12) MONTHS. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. THE COMPANY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE DATA, CONTENT AND CARTO, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM YOUR USE OF THE DATA, CONTENT OR CARTO.
c. Claim Period . YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATED TO THE COMPANY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. Indemnification.

You agree to indemnify, defend and hold harmless the Company (including its subsidiaries, affiliates, officers, agents, partners, and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim brought by a third party due to or arising out of (i) your violation of these Terms, any third party terms or conditions described herein, or your violation of any rights of another, including without limitation that the Your Content violates or infringes upon any copyright, trademark, patent or other proprietary right, (ii) Your Modifications and (iii) the use of CARTO for Real Time Navigation.
                   CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017

  18. Export Controls.

a. You will comply with all domestic and international export laws and regulations that apply to the Software. These laws
include restrictions on destinations, end users, and end use.
b. As CARTO is a self-hosted virtual appliance that can be run within your own datacenter or virtual private cloud, it can be
used to store ITAR or other export-controlled information. You are responsible for ensuring that your use of CARTO is compliant with all export control laws.

19. Compliance with Laws and Privacy.

a. You agree that with respect to your use of the Software and the Data, you will comply with all laws, policies and
regulations, including those pertaining to privacy and/or data protection.
20. Miscellaneous.
a. Notice. Notices under this Agreement must be made in English, in writing, and will be deemed given when delivered by
hand or five (5) days after being sent using a method that provides for confirmation of delivery, to the individual set forth in
the Order Form.
b. Waiver . A provision of any of the terms in this Agreement may be waived only by a written instrument executed by the
party entitled to the benefit of such provision. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.
c. Audit Rights. The Company shall have the right, at its expense, no more frequently than once per year, upon reasonable prior notice and subject to appropriate confidentiality provisions, to audit your records to determine the accuracy of your use of the Software and Data at the levels and for the uses set forth on the Order Form; provided that if the Company reasonably determines that your use of the Software and Data are underreported in any one calendar quarter by five percent or more, Company may increase the frequency of its audits to quarterly and you shall reimburse Company for reasonable costs incurred. In the event any underreporting of use is discovered, you shall immediately make payment to correct the underpayment.
d. Force Majeure . Each party’s failure in its obligation of performance hereunder (except payment obligations) shall be excused or delayed to the extent that such failure is caused by events beyond such party’s reasonable control (an event of force majeure). Such events include, without limitation, casualties, natural disasters, terrorism, cyberattacks, Acts of God, civil disturbance, labor disputes, strikes, riots, but expressly exclude market conditions and obligations to pay money. A party claiming the occurrence of such an event shall promptly notify the other party thereof.
e. Government Users . CARTO is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software,” as such terms are used in 48 C.F.R. 12.212, and is provided to the U.S. Government only as a commercial end item. Any technical data provided with CARTO is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015, all U.S. Government users acquire only those rights set forth herein.
f. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in one of the following cities as mutually agreed between the parties: Madrid (Spain) or New York (United States of America). If the parties are unable to agree to one of these cities, then the arbitration shall proceed in New York, USA. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
g. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the State of New York, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in New York, New York, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in New York, New York, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, the Company may bring a claim for equitable relief in any court with proper jurisdiction.
h. No Agency . No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or the actions contemplated herein.
i. Conflict. You agree and acknowledge that to the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of the Order Form, the Order Form shall govern and control.
j. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under this Agreement upon a Change in Control.
k. Export Controls. This Agreement is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use.

   CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017
  l. No Third Party Benefit. The provisions stated above are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
m. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
n. Merger and Integration. This Agreement (including the Exhibits attached hereto and made a part hereof) represents the full and final understanding between Company and you. This Agreement can only be modified in writing.

CARTO On-Premises License and Support Services Agreement - Current as of 26 Jun 2017