FACTUAL AWS AMI OUTPOST LICENSE AGREEMENT

Factual AWS AMI Outpost License Agreement ("Agreement") constitutes an agreement between you and Factual Inc. ("Factual," "we" or "us") and governs your access and use of the Factual Outpost software and associated data and materials ("Software") through Amazon Web Services LLC ("AWS"), as instantiated on an Amazon Machine Image ("AMI") on the AWS Marketplace.

By accessing and using the Software, you (1) agree that you have read and understand the terms of this Agreement and (2) agree to be bound by such terms. If you do not agree with the above, you may not access or use the Software.

    Provided you are in full compliance with this Agreement, Factual grants you a non-exclusive, non-transferable right to access and use the Software, solely for your own lawful use. This license is contingent on your timely payment of the fees charged by AWS ("Fees"). Factual reserves the right to terminate this license at any time and this license will terminate immediately if you fail to comply with this Agreement or pay the Fees. Sections 2, 5-7 and 9 will survive termination of this license.

    Factual retains all right, title and interest in the Software, including all underlying data, technology and processes, patents, copyrights, trademarks, service marks and logos, and any developments, enhancements, modifications or derivative works of any of the foregoing. Except for rights expressly granted herein, we do not grant you any other right, title or license.

    You may not use the Software in any manner other than as permitted by this Agreement, or knowingly allow anyone else to do so. You may not copy, distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Software, any copies thereof, or any passwords or usernames connected with the Software, without the express prior written consent of Factual. You may not download the Software or move it to another location (e.g., a different server). You may not translate, reverse engineer, decompile, disassemble, prepare derivative works based on or otherwise modify the Software. You may not modify, remove or obscure any copyright, trademark or other proprietary rights notices, marks or labels contained in the Software.

    Access and use of the Software requires an internet connection. Factual is not responsible for obtaining, providing or maintaining any computer hardware, software, telephone or other communication links, or any other equipment or facilities that may be required to access and use the Software.
    DISCLAIMER OF WARRANTIES

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. FACTUAL DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. FACTUAL DOES NOT PROMISE THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.
    LIMITATION OF LIABILITIES

    TO THE EXTENT NOT PROHIBITED BY LAW, FACTUAL SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES, INCLUDING LOST PROFITS, DAMAGES ARISING FROM LOSS OF INFORMATION, BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FACTUAL'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING UNDER OR RELATED TO THE SOFTWARE OR ANY OTHER FACTUAL PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT EXCEED $100. THESE LIMITS APPLY EVEN IF A STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITS ON CERTAIN LIABILITIES SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

    The license described above is made in reliance on Section 6 above. The limitation of Factual's liability constitutes an essential part of our bargain. You agree not to assert, or authorize or assist any third party to assert, any patent infringement or other intellectual property infringement claim against Factual in connection with your use of the Software, regardless of whether the license is then in effect or has been terminated.

    If the Software is acquired for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with restricted rights. The use, modification, reproduction, release, performance, display or disclosure of the Software, or any accompanying documentation, by the U.S. Government is subject to restrictions as set forth in this Agreement and pursuant to 48 CFR 52.227-19.
    MISCELLANEOUS

        This Agreement is the entire agreement between you and Factual relating to the Software and it supersedes all other discussions, commitments, negotiations and understandings with respect to such Software, unless you have entered into a subsequent separate written agreement with Factual that has been executed by both parties and that governs your use of the Software, in which case such subsequent agreement shall govern.

        If any provision of this Agreement is legally unenforceable, that provision shall be limited to the least extent necessary to render it enforceable (or eliminated if it cannot be made enforceable) and the validity and enforceability of the remaining provisions will not be affected.

        You will comply with all applicable laws and regulations relating to your access and use of the Software, including but not limited to export control laws and regulations.

        Factual may assign its rights and obligations under this Agreement to an acquirer of substantially all of its assets, stock or business by sale, merger or otherwise or to an affiliate.

        This Agreement is governed by the laws of the State of California, excluding its choice of law principles.

        Except for the optional arbitration described next, the parties will resolve any disputes in the courts of Los Angeles County, California. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed upon by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online or solely on written submissions, (b) no party or witness will make any personal appearance unless the parties agree otherwise, and (c) the winning party may have the arbitrator's award entered as a judgment in any court of competent jurisdiction.

        Whether in court or in arbitration, the initiating party must bring all claims in its individual capacity and not as a plaintiff or class member in a class action or other similar proceeding.