ENTHOUGHT PYXLL SUBSCRIPTION LICENSE AGREEMENT
This Enthought PyXLL Subscription License Agreement together with the Order (the “Agreement”) is between Enthought, Inc., a
Delaware corporation (“Enthought”), and the licensee subscriber named on the applicable Order (the “Customer”). This Agreement
shall be effective as of the effective date as defined in the applicable Order (the “Effective Date”). Please read this Agreement
carefully before using the Software. By Accessing, installing or using the Software, Customer signifies its assent to and acceptanceof the terms of this Agreement. If Customer does not accept the terms of this Agreement, then Customer must not Access, install oruse 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)“Initial Term” shall mean the period from the Effective Date through the one year anniversary for such date, unlessotherwise specified in the applicable Order.

c)“Permitted Use” shall mean Customer’s use of the Software for its internal business use.

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

e)“Software” shall mean the version of the proprietary PyXLL software and related intellectual property, including any third
party software, whether propriety or open source that is included with PyXLL, that is ordered by and provided to Customer
in binary form pursuant to this Agreement.

f)“User” shall mean a single individual authorized per the terms, conditions and restrictions herein, to 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
indicated by such use.
2.

PyXLL Software License

Commencing on the Effective Date, and subject to the terms and conditions of this Agreement, Enthought grants Customer apersonal, non-transferable, non-sublicensable, limited, non-exclusive license to use the Software for the Permitted Use. The
specific use rights granted to Customer are as follows:a)3.

“User License” - Each User License grants Customer the right for one (1) User to install and use the Software inaccordance with its documentation and its normal and intended use, on as many computers or workstations as may berequired for the User’s individual use of the Software. A separate User License is required for each User of the Softwarein the event multiple Users use the Software on a single computer or workstation. Customer may make one copy of theSoftware for normal computer backup and archival purposes. All copies must contain all title, trademark, and copyrightinformation and restricted rights notices as are provided in the Software. The Order shall set forth the quantity of the User
Licenses ordered by Customer.

License Restrictions

Except for the express license 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 ofthis Agreement, neither Customer nor any User shall:a)
b)
c)
d)
e)
f)
g)
h)
i)
j)
k)
l)

Modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols fromthe 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 in Software.
Distribute Software, in part or in whole. Customer may distribute third party software packages under this Agreement to
the extent permitted under the licenses for the applicable third party software packages.
Allow Access to, disclose, transfer, or distribute the Software to any party other than to an authorized User.
Capture, download, reproduce, upload, save, print or otherwise retain the Software or other Enthought proprietary
information, or any portion thereof, except as expressly provided for hereunder.
Permit or provide others Access to the Software in any manner, including using Customer’s user name, password orotherwise, or the name and password of any other authorized User.
Rent, sublicense, lease, or sell the Software, or make any attempt to do so.
Make derivative works of the Software or combine the Software or any part of the Software with any other works.
Use the Software to perform any illegal, dishonest, or fraudulent act, to damage or injure a third party, or to infringe theintellectual property or privacy rights of any person or entity.
Use the Software in any manner that could be detrimental to Enthought.

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 unlawfulmanner, for unlawful purposes or in any way that does not comply with this Agreement or all applicable laws and regulations, thenthe Software License may be revoked by Enthought and, in such event, Customer and its authorized Users will immediately cease
any use of the Software.
4.

Verification

Customer shall be responsible for its Users’ compliance with the terms and conditions set forth herein. Customer is responsi ble for
implementing reasonable means to monitor compliance with this Agreement.
5.

Maintenance and Support

During the Initial Term and any Renewal Term, Enthought may distribute periodic maintenance updates to the Software, if and whenavailable.
Support for the Software shall be provided by Enthought during the Initial Term and any Renewal Term and includes the following
email and phone-based services:
●
●
●
●
6.

Support for the installation of the Software
Responses to technical questions regarding the Software
Responses to questions regarding the usage of the Software, andCorrections to Software bugs

Fees and Payment Terms

Customer agrees to pay the annual subscription fees for Software, plus any applicable taxes, levies, duties, assessments andcustom fees (collectively, the “Annual Subscription Fee”) in advance of the Initial Term and each Renewal Term. Failure to pay theAnnual Subscription Fee when due is cause for automatic termination of this Agreement by Enthought as provided for herein.
7.

Term and Termination

The Term of this Agreement shall commence on the Effective Date and shall remain in effect through the Initial Term and anyRenewal Term. Customer may terminate this Agreement by sending notice of cancellation to support@enthought.com. SuchCustomer initiated termination of this Agreement will be effective at the end of Customer’s current term for which the Annual
Subscription Fee has been paid. Customer will not be entitled to any refund of any portion of the Annual Subscription Fee paid
hereunder.
Enthought may terminate this Agreement if Customer fails to pay any amounts due and payable, or upon Customer’s breach of anyof the terms and conditions of this Agreement.
Upon termination of this Agreement, Customer and its authorized Users will immediately cease any Access or use of the Software.
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 Annual Subscription 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, 6-11 shall survive. All other rights and obligations
shall cease and be of no further force or effect.
8.

Intellectual Property, Ownership and Marks

Enthought and its licensors reserves all rights in the Software and all related intellectual property rights not expressly gr anted toCustomer 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, or feedback relating to the Software (“Feedback”) and all intellectual property rights embodied within theforegoing. Customer hereby irrevocably assigns and agrees to assign all of its right, title, and interest in and to any Feed back toEnthought.
9.

DISCLAIMER AND LIMITATIONS OF LIABILITY

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,NON-INFRINGEMENT AND NON-INTERFERENCE ARE HEREBY DISCLAIMED. ENTHOUGHT SHALL HAVE NO LIABILITY
WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE SOFTWARE DELIVERED HEREUNDER FOR ANYCONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ENTHOUGHT’S LIABILITY UNDER OR RELATEDTO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID TO ENTHOUGHT BY CUSTOMER HEREUNDER.
10. Indemnity
Enthought will defend Customer against any action brought against Customer by a third party to the extent th at it is based on aclaim that the Software infringes a United States copyright, patent or other property right, and indemnify and hold Customer
harmless against any and all costs, damages and expenses (including reasonable legal fees) (“Losses”) finally awarded against
Customer by a court of competent jurisdiction 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 defense of any such claim and all related settlement negotiations, and (c) Customer shallprovide Enthought with reasonable assistance and information 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 asuperseded or altered release of the Software, (ii) the combination, operation or use of the Software with programs or data n ot
furnished by Enthought if such infringement would have been avoided by the use of the Software without such programs or data, (iii)
any modification of the Software, (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 enjoin ing
Customer from using any of the Software, or in Enthought’s reasonable judgment Customer may receive such an order, Enthoughtshall 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 basisthat Enthought believes to be commercially reasonable, then Enthought may terminate this Agreement and refund any un-used
portion of the Annual Subscription Fees paid by Customer. THIS SECTION STATES ENTHOUGHT’S ENTIRE LIABILITY AND
CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.
11. Generala)

Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of theState of Texas without giving effect to any body of law or precedent relating to conflicts of law, and all disputes arisingunder this Agreement shall be brought exclusively in a federal or state court located in Travis Count y, 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 this Agreement 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 theSoftware, 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 or supplanted) for military agencies. The Software is commercial
computer software and the related documentation is commercial computer software documentation. The use of theSoftware and related documentation is further restricted in accordance with the terms of this Agreement, or anymodification hereto. The Contractor/Manufacturer is Enthought, Inc., 200 West Cesar Chavez, Suite 202, Austin, Texas,
U.S.A. 78701.

e)

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 specified herein. 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 ofthis Agreement and the terms of a purchase order issued by Customer conflict, the terms of this Agreement shall govern.

f)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 reasonablecontrol.

g)

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