ENTHOUGHTPYTHON INTEGRATION TOOLKIT FOR LABVIEWSUBSCRIPTION LICENSE AGREEMENT
This Enthought Python Integration Toolkit for Labview Subscription License Agreement (the “Agreement”) is between Enthought, Inc., a
Delaware corporation (“Enthought”) and the licensee subscriber who accepts the terms of this Agreement (the “Customer”). The effective
date of this Agreement (the “Effective Date”) is the earlier of the date Customer accepts this Agreement or the first date Customer’s use ofthe Software. Please read this Agreement carefully before using the Software. By clicking to accept these terms, installing, or using theSoftware, Customer signifies its assent to and acceptance of all the terms of this Agreement. If Customer does not accept the terms ofthis Agreement, then Customer must not Access, install or use the Software.
1.

Definitions

The following terms, when capitalized, are defined as follows:a)“Access” or “Accessing” shall mean accessing, installing, using, or viewing the Software or any other proprietary information owned
by Enthought.

b)“Python Integration Toolkit for Labview”, “PITL”, or “Software” shall mean Enthought’s proprietary Python Integration Toolkit, Canopy
software, and related intellectual property that are licensed to Customer hereunder.

c)“Evaluation Term” shall mean the period from the Effective Date through the date that is thirty (30) days after the Effective Date.

d)“Subscription Term” shall be any additional one-year terms (each, a “Subscription Term”) from the end of the Evaluation Term or any
subsequent Subscription Term.

e)“Stated Purpose” shall mean (i) for the Evaluation Term the individual use of the Software by a properly licensed User to evaluate theSoftware for potential license purchase hereunder and (ii) for a Subscription Term the individual use of the Software by a properly
licensed User for its normal and intended use.

f)“Third Party Software” shall mean any and all third party software and related intellectual property, whether proprietary or open source,
distributed to Customer by Enthought under this Agreement.

g)“User” shall mean each single individual authorized per the terms, conditions and restrictions herein, to Access and use the Software.

Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings indicatedby such use.
2.

PITL User License

Commencing on the Effective Date, and subject to Customer’s full compliance with the terms and conditions of this Agreement, Enthought
grants Customer the following licenses:a)“PITL User License” – Enthought grants Customer a personal, non-exclusive, non-transferable, non-sublicensable, perpetual license
for one (1) User to install and use PITL for User’s individual use, for the Stated Purpose, on up to three (3) computers. A separate
PITL User License is required for each User of PITL in the event multiple Users use PITL on a single computer.

3.

License Restrictions

Except for the express licenses granted to Customer in Section 2, Enthought does not grant to Customer any other licenses, whether
express or implied, to Software or any other proprietary information owned by Enthought. Notwithstanding any other provision of thisAgreement, neither Customer nor any User shall:a)
b)
c)
d)
e)

Modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols from the object
code of Software, or knowingly permit or encourage any third party to do so.
Use Software in any manner to provide service bureau, time-sharing or other computer services to third parties.
Use Software, or allow the transfer, transmission, export, or re-export of Software or portion thereof in violation of any export control
laws or regulations administered by any government agency.
Remove, modify or obscure any copyright, trademark, legal notices, or other proprietary notations.
Distribute Software, in part or in whole except as permitted in Section 5 herein.

The Customer represents and warrants to Enthought that Customer will comply at all times with the terms of this Agreement and allapplicable laws and regulations in using the Software. If Customer or any authorized Users uses the Software in an unlawful manner, forunlawful purposes or in any way that does not comply with this Agreement or all applicable laws and regulations, then the applicable
licenses may be revoked by Enthought and, in such event, Customer and its authorized Users will immediately cease any use of theSoftware. The provisions of this Section 3 shall survive any termination or expiration of this Agreement.
4.

Third Party Software

Under this Agreement, Enthought will distribute certain Third Party Software to Customer, consisting of third party proprietary and open
source packages from the Python Community. Enthought gratefully acknowledges the significant contributions of the Third Party Software
authors. A listing of the Third Party Software distributed hereunder and made available to Customer as part of the product installation canbe found at https://www.enthought.com/products/canopy/package-index. Each Third Party Software license is included with the applicable
component, and is also available upon written request. Customer’s rights in the Third Party Software are governed by and subject to theterms and conditions set forth in the applicable third party license(s). Customer acknowledges and agrees to fully comply with such terms
and conditions. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE DISCLAIMERS SETFORTH AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO ENTHOUGHT AND ITS LICENSORS WITHRESPECT TO SUCH THIRD PARTY SOFTWARE. ENTHOUGHT IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY
SUCH THIRD PARTY SOFTWARE UNLESS EXPRESSLY AGREED TO IN WRITING UNDER A SEPARATE AGREEMENT. For further
information about the Third Party Software please contact support@enthought.com.
5.

Distribution

This Agreement does NOT permit distribution of PITL, in part or in whole, at any time.
Customer may install, on up to three (3) individual computing devices, standalone executable files created using PITL comprised of thefollowing components of the PITL Software: integration toolkit, Python distribution(s), and Third Party Software packages (collectively,“Deployment Bundles”).
Customer may distribute Third Party Software under this Agreement to the extent permitted under the licenses for the applicable Third
Party Software packages, provided that Customer prominently acknowledges the use of Enthought products in any software application,documentation, and in any end-user licenses.
6.

License Subscription Fee

Customer may use the Software for the Stated Purpose at no charge during the Evaluation Term. The licenses granted hereunder shall
expire and automatically terminate at the end of the Evaluation Term, unless Customer has paid the then current license subscription fee,plus any applicable taxes, levies, duties, assessments and custom fees (collectively, the “License Subscription Fee”) prior to the expirationof the Evaluation Term.
7.

Verification

Customer shall be responsible for its Users’ compliance with the terms and conditions set forth herein. Customer is responsible for
implementing reasonable means to monitor compliance with this Agreement.
8.

Maintenance, Support

Pursuant to this Agreement, during the Evaluation Term Enthought shall provide maintenance and support services for Customer:
Maintenance – Enthought shall distribute periodic updates to the Software, if and when available.
Support – support services are provided Monday through Friday, during normal business hours (8:00am to 5:00pm Central Standard Time),
excluding holidays. Support services shall include the following:••••

Email-based and phone-based installation and technical support
Access to Enthought’s Canopy subscription library
Access to the Enthought Knowledge Base at the Enthought website
Access to the latest Software releases

Maintenance, support, and Access to the Software shall expire at the end of the Evaluation Term. Customer may continue to receive
maintenance, support and Access to the Software for the first Subscription Term by remitting the then current License Subscription Fee.
Upon expiration of the first Subscription Term and any Subscription Term thereafter, Customer may continue to receive maintenance,
support by remitting the then current support fee (“Support Fee”) prior to the expiration of the current term.
9.

Term and Termination

The Term of this Agreement shall commence on the Effective Date and shall remain in effect through the Evaluation Term and any
Subscription Term. Customer may terminate this Agreement by sending notice of cancellation to support@enthought.com. Such Customer
initiated termination of this Agreement will be effective at the end of Customer’s current term for which the License Subscription Fee or
Support Fee has been paid. Customer will not be entitled to any refund of any portion of the fees paid hereunder.
Enthought may terminate this Agreement if Customer fails to pay any amounts due and payable, or upon Customer’s breach of any of theterms and conditions of this Agreement.
Customer may continue to use PITL, but Enthought shall no longer be obligated to provide any maintenance, support, or package updateservices. Customer’s obligation to pay any amounts due as of termination or expiration shall survive, and Customer will not be entitled to
any refund of any portion of any fees paid hereunder. Enthought will have no further obligation or liability to Customer after such termination.
In addition, upon termination or expiration, Sections 3, 4, 6, 7, 9-15 shall survive. All other rights and obligations shall cease and be of nofurther force or effect.

10. Intellectual Property, Ownership and Marks
Enthought and its licensors reserves all rights in the Software and all related intellectual property rights not expressly granted to Customer
in this Agreement. No right or license, express or implied, is granted in this Agreement for the use of any Enthought trade names, service
marks or trademarks. Enthought shall also own and retain ownership of all right, title, and interest in and to any ideas, suggestions, orfeedback relating to the Software (“Feedback”) and all intellectual property rights embodied within the foregoing. Customer hereby
irrevocably assigns and agrees to assign all of its right, title, and interest in and to any Feedback to Enthought.
11. Confidentiality
Customer acknowledges and agrees that the Software constitute valid, proprietary trade secrets of Enthought, and is protected by copyrightlaw. Customer shall hold the Software in strict confidence except as required to exercise Customer’s rights granted expressly herein.
Customer shall promptly report a breach of this Section 11 to Enthought.
12. DISCLAIMER AND LIMITATIONS OF LIABILITYTHE SOFTWARE IS PROVIDED “AS IS.” ENTHOUGHT MAKES AND CUSTOMER RECEIVES NO WARRANTY EXPRESSED ORIMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, NONINFRINGEMENT AND NON-INTERFERENCE ARE HEREBY DISCLAIMED. ENTHOUGHT SHALL HAVE NO LIABILITY WITHRESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE SOFTWARE DELIVERED HEREUNDER FOR ANYCONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ENTHOUGHT’S LIABILITY UNDER OR RELATED TO THISAGREEMENT EXCEED THE AMOUNT OF FEES PAID TO ENTHOUGHT BY CUSTOMER HEREUNDER.
13. Indemnity
Enthought will defend Customer against any action brought against Customer by a third party to the extent that it is based on a claim that
the Software infringes a United States copyright, patent or other property right, and indemnify and hold Customer harmless against anyand all costs, damages and expenses (including reasonable legal fees) (“Losses”) finally awarded against Customer by a court of competentjurisdiction or agreed to in a written settlement agreement signed by Enthought arising directly out of such claim. The foregoing is subject
to the following: (a) Customer must notify Enthought promptly, in writing, of the claim, (b) Enthought shall have sole control of the defenseof any such claim and all related settlement negotiations, and (c) Customer shall provide Enthought with reasonable assistance andinformation and authority to perform the above.
Notwithstanding this general indemnity, Enthought shall have no liability for any claim of infringement based on (i) use of a superseded oraltered release of the Software, (ii) the combination, operation or use of the Software with programs or data not furnished by Enthought if
such infringement would have been avoided by the use of the Software without such programs or data, (iii) any modifications of theSoftware, (iv) any unauthorized use of the Software, or (v) any Third Party Software.
If, due to a claim contemplated above or the threat thereof, (i) the Software is held by a court of competent jurisdiction, or in Enthought’s
reasonable judgment may be held to infringe by such a court, or (ii) Customer receives a valid court order enjoining Customer from using
any of the Software, or in Enthought’s reasonable judgment Customer may receive such an order, Enthought shall in its reasonable
judgment, and at its expense, (a) procure for Customer the right to continue using such Software, or (b) replace or modify the Software to
make it non-infringing. If neither of the above options are or would likely be available on a basis that Enthought believes to be commerciallyreasonable, then Enthought may terminate this Agreement and refund any un-used portion of the License Subscription Fee paid byCustomer. THIS SECTION STATES ENTHOUGHT’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM
OF INFRINGEMENT.
14. Remedies
The parties agree that due to the proprietary nature and high value of the Software, any breach of this Agreement by Customer will resultin irreparable injury to Enthought that cannot be compensated solely by damages. Therefore, Enthought shall be entitled to seek andobtain injunctive relief to protect the Software without posting bond. In addition to its other remedies, Enthought shall also be entitled torecover its attorneys’ fees and costs in connection with enforcement of this Agreement and collection of damages related thereto.
15. Generala)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving
effect to any body of law or precedent relating to conflicts of law, and all disputes arising under this Agreement shall be brought
exclusively in a federal or state court located in Travis County, Texas. Customer consents to the personal jurisdiction of such courts,
and hereby waives any objection to the venue of such courts.

b)

Assignment. Customer shall not assign any of its rights hereunder without the prior written permission of Enthought. Such permission
shall not be unreasonably withheld.

c)Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of thisAgreement will remain in full force and effect.

d)

U.S. Government Restricted Rights. In the event Customer is an agency, department, or other entity of the United States Government(“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related
documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212(as amended or supplanted) for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 (as amended orsupplanted) for military agencies. The Software is commercial computer software and the related documentation is commercial
computer software documentation. The use of the Software and related documentation is further restricted in accordance with theterms of this Agreement, or any modification hereto. The Contractor/Manufacturer is Enthought, Inc., 200 West Cesar Chavez, Suite202, Austin, Texas, U.S.A. 78701.

e)

Export Restrictions. The Software is subject to the United States Export Administration Regulations. The following table sets forth
the export control status for the Software:
Enthought Product
CanopyECCN
EAR99

LicenseNo License Required

This export control classification is for software which uses encryption technology and is eligible for export to all countries, with certain
exceptions. Enthought products with this classification contain ancillary cryptography due to the inclusion of OpenSSL open source
software. Since the Software is not primarily useful for communication, Enthought has self-classified the OpenSSL component as
EAR99. Further, pursuant to License Exception TSU - §742.15(b), the OpenSSL component of the Software can be exported as
NLR, no license required except to those countries embargoed by the United States. By accepting this Agreement, you warrant andrepresent to Enthought that you will comply with all applicable export regulations for the Software as described and incorporated byreference herein.
f)Entire Agreement. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.
This Agreement constitutes the complete Agreement between the parties and supersedes all previous agreements or representations,written or oral, with respect to the Software. This Agreement may not be modified or amended except in writing signed by a duly
authorized representative of each party. In the event the terms of this Agreement and the terms by Customer conflict, the terms ofthis Agreement shall govern.

g)

Force Majeure. Dates or times by which Enthought is required to make performance under this Agreement shall be postponed
automatically to the extent that Enthought is prevented from meeting them by causes beyond its reasonable control.

h)

Waiver. The waiver or failure of Enthought to exercise in any respect any right provided for in this Agreement shall not be deemed awaiver of any further right hereunder.
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