OmniSci End User License Agreement

Last Updated:  03-Mar-2021

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 OmniSci Software (defined below).
By Using (as defined below) the Software or otherwise assenting to this
Agreement, 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 YOU 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	"Agreement" is defined in the preamble paragraph, above.

1.2	"Authorized Hardware" means hardware on which you are authorized to Use the
Software.

1.3	"Authorized User" means an employee or agent who you authorize to use the
Software.

1.4	"Distributor Terms" means the agreements, terms, conditions, and policies
of your Distributor, as applicable, governing your use of services provided by
a Distributor - such as cloud computing or hosting services, or professional
services - related to your use of the Software..

1.5	"Confidential Information" is defined in Section 5.1.

1.6	"Core Dumps" is defined in Section 3.3.

1.7	"Diagnostic Data" is defined in Section 3.3.

1.8	"Discloser" is defined in Section 5.1.

1.9	"Distributor" means an authorized distributor of the Software through which
you obtain your access to the Software. Distributors may be authorized
resellers or distributors, including those providing related cloud computing
services, such as Amazon Web Services, Google Cloud Platform, or Microsoft
Azure.

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

1.11	"Expenses" is defined in Section 3.2.

1.12	"Feedback" is defined in Section 2.6.

1.13	"Fees" is defined in Section 4.1.

1.14	"Initial Term" is defined in Section 6.1.

1.15	"License Key" is defined in Section 2.1.

1.16	"OmniSci" is defined in the preamble paragraph, above.

1.17	"Order Form" means an ordering document of either OmniSci, a Distributor,
or other authorized OmniSci distributor pursuant to which you obtain limited
access to the Software. In all cases, the Order Form must be agreed to by you
and OmniSci, a Distributor, or other authorized OmniSci distributor.

1.18	"Personnel" is defined in Section 3.2.

1.19	"Recipient" is defined in Section 5.1.

1.20	"Renewal Term" is defined in Section 6.2.

1.21	"Services" is defined in Section 3.2.

1.22	"Software" means the OmniSci software products or services identified in
an Order Form.

1.23	"Software Warranty" is defined in Section 7.1.

1.24	"Subscription Term" is defined in Section 6.2.

1.25	"Support" is defined in Section 3.1.

1.26	"Taxes" is defined in Section 4.2.

1.27	"Third-Party License" is defined in Section 2.7.

1.28	"Third-Party Software" is defined in Section 2.7.

1.29	"Trial Software" is defined in Section 2.5.

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

1.31	"User Information" is defined in Section 10.6.

1.32	"Warranty Period" is defined in Section 7.1.

1.33	"You," "your" and "yours" are defined in the preamble paragraph, above.

2.	LICENSE

2.1	License Grant. Subject to your compliance with the terms and conditions of
this Agreement, the applicable Order Form, and any applicable Distributor
Terms, OmniSci hereby grants you a limited, non-exclusive, non-transferable,
non-sublicensable license during the Subscription Term (defined below), solely
for your internal business or research purposes, to (a) Use the Software, in
object code form only, on Authorized Hardware, and (b) Use the Documentation as
reasonably necessary to Use the Software. 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 unless otherwise specified on the
applicable Order Form. Software will be deemed delivered when it is first made
available for your download or Use. The Software is licensed subject to
limitations set out in the Order Form, including, as applicable and without
limitation, specified quantity and capacity limitations, or restrictions on the
number of Authorized Users. OmniSci may use a license key, activation code, or
other technology (in any case, a "License Key") to activate the Software and
permit its usage in accordance with the applicable term or license parameters.

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 Users or other parties
expressly authorized hereunder (such as your Distributor), (d) allow the
Software to be used on any hardware other than the Authorized Hardware, (e)
allow the Software to be used on an external commercial rental, time-sharing,
or subscription basis or service bureau arrangement, (f) remove or modify any
proprietary markings or any notice of OmniSci's or its licensors' proprietary
rights included in the Software or Documentation, (g) 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, (h) disable or circumvent the applicable
License Key technology, or (i) permit or assist any third party in doing any of
the foregoing.

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 OmniSci Free. If you have licensed “OmniSci Free” software (a) your use of
such Software may be limited to specifications set by OmniSci from time to
time, such as limitations on GPU and CPUquantities and volumes, (b) OmniSci may
make available certain support resources such as access to community forums,
but it has no obligation to do so, and (c) OmniSci may terminate your license
to Use such Trial Software at any time upon written notice. In addition, the
following Sections of this Agreement do not apply to OmniSci Free Software: 3.1
(Support Services), 7.1 (Limited Warranty), and 8.1 (Indemnity by OmniSci)

2.5	Trial Software. OmniSci may, in its discretion, provide access to
"pre-release" or "trial" software (collectively, "Trial Software"). Unless
otherwise specified in the applicable Order Form (a) all Software is Trial
Software, (b) You may only Use Trial Software on a non-production basis for no
more than 30 days, and (c) OmniSci may terminate your license to Use such Trial
Software at any time upon written notice. In addition, the following Sections
of this Agreement do not apply to Trial Software: 3.1 (Support Services), 7.1
(Limited Warranty), and 8.1 (Indemnity by OmniSci).

2.6	Feedback. You may choose to provide OmniSci with suggestions, comments,
ideas, corrections, improvements, feedback, or other information about the
Software in either verbal or written form (collectively, "Feedback"). If you do
provide Feedback to OmniSci, OmniSci may use and modify such Feedback in
connection with any product or service or for any other purpose, without any
obligations to you or restrictions of any kind.

2.7	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.

2.8	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 may 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.

3.	SUPPORT

3.1	Support Services. Provided you have no outstanding payments due and are
otherwise in compliance with the terms and conditions of this Agreement,
OmniSci will provide you with support for the Software during your Subscription
Term as set forth on your Order Form ("Support"). Support will include
answering technical questions and assisting with the basic operation of the
Software. 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. In addition, as part of Support
and at no additional charge, OmniSci will make the latest updates of the
Software to which you are entitled available to you.

3.2	Professional Services. OmniSci may agree to provide certain professional
services with respect to the Software ("Services") in addition to the standard
support services described above. Any such Services and the applicable fees
therefor will be the subject of a separate written agreement between you and
OmniSci. In the absence of a separate written agreement governing the Services,
the following terms shall apply. The fees for the Services will be as set forth
on the applicable Order Form. In addition, you are responsible for all travel
and living expenses ("Expenses") incurred by OmniSci's employees, agents, and
contractors (collectively, "Personnel") while traveling to and from your
facilities to perform Services. Unless otherwise agreed in the applicable Order
Form, fees for Services and reasonable Expenses will be billed monthly, or
after the conclusion of the Services. You must use reasonable efforts to (a)
provide OmniSci's Personnel with such information, co-operation and support as
may reasonably be required for OmniSci to provide the Services, (b) permit
OmniSci's Personnel to access such of your systems, networks, premises and
property as is necessary to perform the Services and ensure that OmniSci is
granted sufficient authorization to use any third party systems, programs, or
networks necessary to perform the Services, (c) ensure that all necessary
consents, authorizations and licenses have been obtained so that OmniSci's
provision of the Services does not breach any statutory or regulatory
provisions (of whatever jurisdiction) relating to the use of and access to
personal data, and (d) ensure the health and safety of OmniSci's Personnel
engaged in providing the Services at your premises.

3.3	Diagnostic Data. The Software may transmit diagnostic data to OmniSci
relating to the performance of the Software, including, without limitation,
system specifications and performance, capacity usage, system faults, and other
information of a similar nature (collectively, "Diagnostic Data"). Diagnostic
Data may be sent on a periodic basis and upon a failure or fault in the
Software. 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 or receiving support. Subject to confidentiality
obligations, OmniSci may use the Core Dumps to provide support, troubleshoot
the Software and to enhance, improve, and develop the Software and related
products and services. Any use of the Core Dumps except for work with you will
be in an anonymous and aggregated form that does not link such information to
you or to any identifiable person.

4.	FEES AND PAYMENT

4.1	Fees. You will pay to OmniSci or your Distributor all fees for the Software
as set forth on the applicable Order Form ("Fees") and in accordance with the
payment terms set forth therein and any applicable Distributor Terms. If your
Order Form is with OmniSci (a) all amounts not paid when due will accrue
interest until paid at the lesser of 1.5% per month or the maximum rate allowed
by applicable law, and (b) you will reimburse OmniSci for all costs incurred by
OmniSci (included reasonable attorneys' fees) in collecting past due amounts.
OmniSci or your Distributor may increase the Fees for any applicable Renewal
Terms (defined below) upon written notice to you. Except as expressly set forth
in this Agreement or any applicable Distributor Terms, all Fees are
non-cancelable and non-refundable. OmniSci will invoice you in advance and
otherwise in accordance with the relevant Order Form. Unless otherwise stated
in the Order Form, invoiced charges are due net 30 days from the invoice date.
You are responsible for providing complete and accurate billing and contact
information and notifying OmniSci of any changes to such information.

4.2	Taxes. The Fees and any other charges described in this Agreement do not
include federal, state, or local sales, VAT, GST, foreign withholding, use,
property, excise, service, or similar taxes ("Taxes"). You will (a) pay all
such Taxes as required by applicable law, (b) cooperate with OmniSci or your
Distributor by providing all information required to the calculation and
invoicing of all applicable Taxes, and (c) provide a valid tax-exemption
certificate for any Tax from which you claim exemption.

4.3	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.

5.	CONFIDENTIAL INFORMATION

5.1	As used herein, "Confidential Information" means all nonpublic information
disclosed by a party, its affiliates and licensors (as the "Discloser") 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, without limitation, (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 the receiving party (as the "Recipient")
can document (i) is or becomes publicly available without breach of this
Agreement, (ii) was known to Recipient at the time of receipt from Discloser,
(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 Recipient without
reference to Confidential Information. Recipient may use Confidential
Information only in connection with performance under this Agreement. Recipient
will take all reasonable measures to protect Confidential Information from
unauthorized disclosure, dissemination or use using the same degree of care
Recipient uses to protect its own confidential information of a similar nature,
but in no event less than a reasonable degree of care.

6.	TERM AND TERMINATION

6.1	Term. This Agreement will commence as of the effective date of the
applicable Order Form, and subject to earlier termination under this Section 6,
will continue in effect for the term set forth in the Order Form (the "Initial
Term"). If no Subscription Term is specified in the Order Form, the Initial
Term will be for 1 year.

6.2	Renewal Terms. Unless otherwise provided in an Order Form, subscriptions
will automatically renew for successive annual terms (each, a "Renewal Term,"
and together with the Initial Term, the "Subscription Term") unless either
party provides prior written notice of non-renewal to the other party at least
30 days prior to the end of the then-current Initial Term or Renewal Term, as
applicable. The Subscription Term may not be cancelled in whole or in part
during any subscription period. Subscription Fees for Renewal Terms are subject
to increase based upon prevailing rates at the time of renewal.

6.3	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. If your Order Form is with OmniSci and
you terminate this Agreement for an uncured material breach by OmniSci, OmniSci
will provide you a prorated refund of any pre-paid Fees for the remainder of
your Subscription Term, provided that such refund is OmniSci's sole and
exclusive obligation and your sole and exclusive remedy for any such material
breach by OmniSci. This Agreement will automatically terminate in the event
that you violate Sections 2.1, 2.2, 2.7, or 5. You may terminate this Agreement
and your Use of the Software at any time for convenience with or without notice
to OmniSci, though you will not be entitled to a refund of any pre-paid Fees or
relieved of any obligation to pay Fees as set out in an Order Form.

6.4	Termination by Your Distributor. You acknowledge that your Distributor may
have the right to suspend or terminate your access to the Software pursuant to
the Distributor Terms, which may also terminate your Use of the Software.
OmniSci will not be obligated to provide you with or otherwise be liable for
any refund in such event, including any Fees you may have pre-paid for the
Software.

6.5	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.

6.6	Survival. The following sections will survive any termination of this
Agreement: 1, 2.3, 4.1 and 4.2 (solely with respect to any Fees and Taxes that
remain outstanding as of the effective date of termination) 4.3, 5, 6.5, 6.6,
7.3, 9, and 10.

7.	WARRANTIES AND DISCLAIMER

7.1	Mutual Warranties. Each party hereby warrants to the other that: (a) it has
the authority to enter into this Agreement, to grant the rights granted by it
under this Agreement, and to perform its obligations under this Agreement, (b)
it has provided accurate, complete, and truthful information on the Order Form,
and (c) it will comply with all applicable laws and regulations as they apply
to each party's rights obligations under the Agreement.

7.2	Limited Software Warranty. OmniSci warrants that for a period of 90 days
from the start of your Initial Term (the "Warranty Period") the Software will
function substantially in accordance with the Documentation (the "Software
Warranty"). In the event that you notify OmniSci of a reproducible breach of
the Software Warranty during the Warranty Period, OmniSci will, at its option
and expense and as its sole and exclusive obligation and your sole and
exclusive remedy for such breach (a) modify the Software so that it conforms to
the Software Warranty, (b) replace the Software with other software of
substantially similar functionality, or (c) if neither of the foregoing options
are commercially practicable as determined in OmniSci's sole discretion,
terminate this Agreement and, if your Order Form is with OmniSci, provide you a
prorated refund of any pre-paid Fees for the remainder of your Initial Term.
OmniSci will not be responsible for any breaches of the Software Warranty
resulting from (i) the Use of the Software not in accordance with the
Documentation, including Use in combination with any other products or services
not contemplated by the Documentation, (ii) causes external to the Software,
such as problems with any other software, hardware, network or other
infrastructure with which the Software is used, including any cloud or hosting
services, (iii) improper or negligent installation, configuration or Use or
unauthorized Use of the Software, or (iv) Software which has been altered or
modified by anyone other than OmniSci.

7.3	Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 7.2,
ABOVE, 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.

8.	INDEMNITY

8.1	By OmniSci. Except as set forth in Section 8.2, OmniSci will defend at its
expense any action brought against you to the extent that it is based on a
claim that the Software, when Used in accordance with the Documentation and the
terms and conditions of this Agreement, infringes a United States patent,
copyright or trade secret of any third party, and OmniSci will pay any costs,
damages and reasonable attorneys' fees finally awarded against you in, or
payable in settlement of, such action which are directly attributable to such
claim, provided that (a) you notify OmniSci promptly in writing promptly of the
claim, (b) you permit OmniSci to assume sole control of the defense, compromise
or settlement of the claim, and (c) you provide to OmniSci reasonable
cooperation, information and assistance in connection therewith. If a final
injunction is obtained against your use of the Software by reason of
infringement, or if in OmniSci's opinion the Software is likely to become the
subject of a successful claim of such infringement, OmniSci may, at its option
and expense, (i) procure for you the right to continue Using the Software, (ii)
modify the Software so that is non-infringing, (iii) replace the Software with
other software of substantially similar functionality. In the event none of the
foregoing options are commercially practicable as determined in OmniSci's sole
discretion, OmniSci will terminate this Agreement and, if your Order Form is
with OmniSci, provide you a prorated refund of any pre-paid Fees for the
remainder of your Subscription Term. This Section 8.1 states OmniSci's sole and
exclusive obligation, and your sole and exclusive remedy, with respect to any
claim that the Software infringes the intellectual property rights of any third
party.

8.2	By You. 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 Distributor Terms, or any misuse
of the Software or violation of OmniSci's or its licensors' rights therein by
your Distributor.

9.	LIMITATION OF LIABILITY

9.1	IN NO EVENT WILL OMNISCI OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD
PARTY FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. OMNISCI'S AND ITS LICENSORS' TOTAL AGGREGATE
LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL
NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU AND RECEIVED BY OMNISCI
IN THE 12 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY.

10.	MISCELLANEOUS

10.1	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.

10.2	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.

10.3	Entire Agreement. This Agreement and any applicable Order Forms set 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. Notwithstanding the foregoing, if you have entered into a
separate written agreement with OmniSci for Use of the Software or the receipt
of Services, the terms and conditions of such other agreement shall prevail
over any conflicting terms or conditions in this Agreement.

10.4	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.

10.5	Anti-Corruption. You must comply with all anti-corruption and
anti-bribery laws (including, without limitation, the US Foreign Corrupt
Practices Act, the UK Bribery Act and Proceeds of Crime Act, and commercial
bribery laws). You may not offer, pay, promise or authorize any direct or
indirect payments of anything of value for the purpose of obtaining business to
any government official (including any person holding an executive,
legislative, judicial or administrative office, whether elected or appointed,
or any official or employee of any public international organization, such as
the United Nations or World Bank, or any person acting in any official capacity
for or on behalf of such government, public enterprise or state-owned
business), any political party or party official, any political candidate or to
any person or entity whom you know or should know will give part of the
payments to any of the previously mentioned categories of people.

10.6	User Information. To install or activate the Software, certain
machine-specific information as well as personal information about you ("User
Information") may be sent to OmniSci at the time of activation or periodically
thereafter. User Information may include but is not limited to email address,
username, software identification numbers, MAC addresses, UUIDs, IP addresses,
hardware or operating system identification numbers. OmniSci may use Licensed
User Information for the purposes of verifying compliance with this Agreement,
and otherwise as required by law, but OmniSci will otherwise treat any personal
information elements of the User Information as your Confidential Information
pursuant to Section 5 (Confidential Information). OmniSci will process User
Information in accordance with the OmniSci Privacy Policy at
https://www.omnisci.com/privacy. That Privacy Policy applies to your use of the
Software and these terms as if fully set out in this Agreement.

10.7	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.

10.8	Governing Law; Disputes. This Agreement is governed and will be construed
by the laws of the State of California, excluding (a) that body of law known as
conflicts of law, (b) the Uniform Computer Information Transactions Act, and
(c) the United Nations Convention on Contracts for the Sale of Goods. Each
party to this Agreement irrevocably submits to the exclusive jurisdiction of
the state courts located in San Francisco County, California (or, if there is
federal jurisdiction, the United Stated District Court for the Northern
District of California) for the determination of any action arising out of or
in connection with this Agreement. Notwithstanding the foregoing, OmniSci may
commence appropriate legal action in any jurisdiction to protect its Products
or Confidential Information.

10.9	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.tw2 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.

10.10	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.

10.11	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).

10.12	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., 100 Montgomery Street, 5th Floor, San Francisco,
California 94104 USA, Attention: Legal Department, and (b) if to you, to the
address set forth on the applicable Order Form, 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.

10.13	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.

10.14	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.



[END OF EULA TERMS]
