EULA-CE.txt

MapD Community Edition End User License Agreement
Last Updated: 08-May-2017

	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 MapD Technologies, Inc. ("MapD") for the use of the
	Community Edition of the MapD Core Database, MapD Immerse Visual
	Analytics Client and MapD 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 MapD 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 MapD 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,
       MapD 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 MapD
       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 MapD'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 MapD,
       (g) Use the MapD Rendering Engine with any software other than the MapD
       Core Database and MapD 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 MapD 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 MapD.

       2.4 Feedback. To the extent you provide MapD 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 MapD 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 MapD 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. MapD 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 MapD'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 MapD for
       the reasonable cost of the audit. MapD will also have the right to share
       the results of any such audit with our licensors.

3. SUPPORT

       3.1 Support Services. MapD does not provide formal support for the
       Community Edition of the Software. However, you will also have access to
       MapD'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 MapD. Diagnostic
       Data may be sent on a periodic basis and upon a failure or fault in the
       Software. You may turn off the feature that sends Diagnostic Data
       automatically to MapD. In addition to the automatic transmission of
       Diagnostic Data, you may choose to provide additional data files ("Core
       Dumps") to MapD for technical analysis in the context or receiving
       support. You hereby grant MapD 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. MapD will take
       commercially reasonable steps to protect your Diagnostic Data and Core
       Dumps from unauthorized access or disclosure. MapD reserves the right to
       disclose Diagnostic Data and Core Dumps (a) to MapD 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 MapD, 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 MapD, (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
       6.

       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 thirty (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 thirty (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 MapD.

       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 MapD, destroy or erase all copies (electronic or
       otherwise) of the Software, Documentation, and any Confidential
       Information you may have received from MapD, and (c) within ten (10)
       days of such termination, furnish written notice of such return,
       destruction or erasure to MapD.

       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 MAPD 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, MAPD 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

MapD will have no liability to you, and you will, on the terms set forth above,
defend and indemnify MapD 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
MapD, if such infringement would not have occurred but for such Use or
combination, (c) any modification of the Software by anyone other than MapD,
(d) the Use of other than the most current version of the Software, if such
version was made available by MapD 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 MapD 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 MapD's or its licensors' rights therein by your Cloud
Provider.

8. LIMITATION OF LIABILITY

IN NO EVENT WILL MAPD 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 MapD. 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. MapD 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 MapD 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 MapD which is different from, inconsistent with,
       or in addition to the terms and conditions set forth herein will be
       binding upon MapD. 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 MapD'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 MapD will select a single, mutually
       acceptable arbitrator knowledgeable about issues relating to the subject
       matter of this Agreement. In the event that you and MapD are unable to
       agree to such a selection, AA 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 MapD 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
       MapD agree to accept and submit to the personal jurisdiction of such
       court, and you and MapD each waive any right to a jury trial. You and
       MapD 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
       one (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 MapD each agree
       to the exclusive jurisdiction of the Federal and State courts located in
       San Francisco, California, and you and MapD 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. MapD may include your name and logo on its customer lists
       and reference the fact that you are a customer of MapD. 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 MapD, to MapD Technologies, 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 MapD 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. MapD 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.