ENTHOUGHT CANOPY ENTERPRISE SUBSCRIPTION LICENSE AGREEMENT
This Enthought Canopy Enterprise Subscription License Agreement together with the applicable 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 acceptance of the terms of this Agreement. If Customer does not accept the terms of this 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 Enthought Proprietary Software or any
other proprietary information owned by Enthought.

b)“Software” shall mean Enthought’s proprietary Software, and related intellectual property that are licensed andsubscribed to by Customer hereunder.

c)“Initial Term” shall mean the period from the Effective Date through the one year anniversary for such date, unlessotherwise specified in the applicable Order.

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)“Stated Purpose” shall mean the individual use of the Software by a properly licensed User.

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

g)“User” shall mean a 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
indicated by such use.
2.

Software 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 a non-exclusive, non-sublicensable, non-transferable license to Access and use the Software. The
specific use rights granted to Customer are as follows:a)3.

“Software User License” - Each Software User License grants Customer the right for one (1) User to install and use
Software in accordance with its documentation and its normal and intended use, on as many computers or workstations
as may be required for the User’s individual use of Software for the Stated Purpose. A separate Software User License
is required for each User of Software in the event multiple Users use Software on a single computer or in the event
Software is used on a computing cluster by multiple Users. Customer may make as many copies of the Software as
are reasonably required for normal computer backup and archival purposes. All copies must contain all title, trademark,and copyright information and restricted rights notices as are provided in the Software. The applicable Order shallspecify the quantity of Software User Licenses granted to Customer hereunder.

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 the Software or any other proprietary information owned by Enthought. Notwithstanding any otherprovision of this Agreement, neither Customer nor any User shall:
a)
b)
c)
d)
e)
f)
g)

Modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols
from the object code of the Software or knowingly permit or encourage any third party to do so.
Use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties.
Use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violationof any export control laws or regulations administered by any government agency.
Distribute the Software, in whole or in part, except as provided for in Section 5 herein.
Remove, modify or obscure any copyright, trademark, legal notices, or other proprietary notations in Software.
Use the Software to perform any illegal, dishonest, or fraudulent act, to damage or injure a third party, or to infringe
the intellectual property or privacy rights of any person or entity.
Use the Software in any manner that would be detrimental to Enthought.

The Customer represents and warrants to Enthought that Customer will comply at all times with the terms of this Agreement andall applicable 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 User License may be revoked by Enthought and, in such event, Customer and its authorized Users will
immediately cease any use of the Software.
4.

Third Party Software

Under this Agreement, Enthought will distribute certain Third Party Software to Customer, consisting of third party proprietaryand open source packages from the Python Community. Enthought gratefully acknowledges the significant contributions of theThird Party Software authors. The Third Party Software is distributed hereunder and made available to Customer as part of the
product installation. The Third Party Software license(s) for each component are included with that component. Customer’s
rights in the Third Party Software are governed by and subject to the terms and conditions set forth in the applicable Third Party
Software license(s). Customer acknowledges and agrees to fully comply with such terms and conditions. IN ADDITION TO ANYDISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE DISCLAIMERS SET FORTH AND THE LIMITATIONSOF LIABILITY SET FORTH HEREIN SHALL APPLY TO ENTHOUGHT AND ITS LICENSORS WITH RESPECT TO SUCH
THIRD PARTY SOFTWARE. ENTHOUGHT IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY SUCH THIRDPARTY 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 Software, in part or in whole, at any time.
Customer may distribute Third Party Software under this Agreement to the extent permitted under the licenses for the applicableThird 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.

Fees and Payment Terms

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

Verification

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

Maintenance and Support

During the Initial Term and any Renewal Term, Enthought will distribute periodic updates to the Software and the Third Party
Software, if and when available. Enthought provides the following basic support services to Customer during the Initial Term andeach Renewal Term:••••

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

Additionally, Enthought shall provide the following premium support services during the Initial Term and each Renewal Term forthe quantity of premium support users as specified in the applicable Order:
•
•
•
9.

Phone-based installation support
Phone based technical support
Priority bug fixes

Term and Termination

The Term of this Agreement shall commence on the Effective Date and shall remain in effect through the Initial Term and any
Renewal Term. Customer may terminate this Agreement by sending notice of cancelation 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 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
any of 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 the 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, 7, 9-16 shall survive.
All other rights and obligations shall cease and be of no further 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 andto any ideas, suggestions, or feedback relating to the Software and documentation (“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 constitutes valid, proprietary trade secrets of Enthought, and is protectedby copyright law. 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. Any and all use of the trade names,
service marks or trademarks for Third Party Software is governed by the applicable Third Party Software Licenses.
12. Privacy
When downloading or using the Software, Enthought may process certain data about Customer’s network and Customer’s
device(s) (e.g., email address, phone - extension number, device IDs, IP addresses, location, etc.) in order to provide support,
respective functionalities and to audit compliance with this Agreement. Some of this specific data may contain data that identifies
or may be used to identify an individual (“Personal Data”). This Personal Data will generally not leave Enthought and membersof our company group and only be transmitted to third parties if necessary for the above. Enthought may transfer the data socollected to its members of our company group (or third party partners) in the United States and other countries where Enthought(or its third party partners) are located. Enthought will process such Personal Data in accordance with its Privacy Policy available
at: https://www.enthought.com/privacy-policy.
13. DISCLAIMER AND LIMITATIONS OF LIABILITY
THE SOFTWARE IS PROVIDED “AS IS.” ENTHOUGHT MAKES AND CUSTOMER RECEIVES NO WARRANTY EXPRESSEDOR IMPLIED, 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 DELIVEREDHEREUNDER FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGESEVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ENTHOUGHT’S
LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID TO ENTHOUGHT BY
CUSTOMER HEREUNDER.
14. Indemnity
Enthought will defend Customer against any action brought against Customer by a third party to the extent that 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
shall provide 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 notfurnished 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 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 beavailable on a basis that Enthought believes to be commercially reasonable, then Enthought may terminate this Agreement andrefund 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.

15. Remedies
The parties agree that due to the proprietary nature and high value of the Software, any breach of this Agreement by Customer
will result in irreparable injury to Enthought that cannot be compensated solely by damages. Therefore, Enthought shall beentitled to seek and obtain injunctive relief to protect the Software without posting bond. In addition to its other remedies,
Enthought shall also be entitled to recover its attorneys’ fees and costs in connection with enforcement of this Agreement andcollection of damages related thereto.
16. 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 thisAgreement 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 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 UnitedStates 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 accordancewith 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 iscommercial 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 the terms of this Agreement, or
any modification hereto. The Contractor/Manufacturer is Enthought, Inc., 200 West Cesar Chavez, Suite 202, 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 Software
Canopy Enterprise

ECCN
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 theinclusion 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 and represent to Enthought that you willcomply with all applicable export regulations for the Software as described and incorporated by reference herein.
f)Entire Agreement. Each party acknowledges that it has read and understands this Agreement and agrees to be boundby 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 oramended except in writing signed by a duly authorized representative of each party or by a similar click-to-accept
mechanism accepted by Customer. In the event the terms of this Agreement and the terms by Customer conflict, theterms of this 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 a waiver of any further right hereunder.

REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANKENTHOUGHT DEPLOYMENT SERVER SUBSCRIPTION LICENSE AGREEMENT
This Enthought Deployment Server 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 “EffectiveDate”). Please read this Agreement carefully before using the Software. By Accessing, installing or using the Software,
Customer signifies its assent to and acceptance of 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)“Deployment Server” or “Software” shall mean Enthought’s proprietary Deployment Server Software and related
intellectual property that are licensed and subscribed to Customer hereunder.

c)“Initial Term” shall mean the period from the Effective Date through the one year anniversary for such date, unlessotherwise specified in the applicable Order.

d)“Instance” shall mean the set of files that make up the Deployment Server, stored in executable form, and readyto run on physical or virtual hardware systems.

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

f)“Stated Purpose” for Deployment Server shall mean the individual use of the Deployment Server by a properly
authorized User for Customer’s internal use.

g)

“User” shall mean each single individual that has an authorized User Account per the terms, conditions andrestrictions herein, to Access and use the Deployment Server.

h)“User Account” shall mean an account created by Customer on behalf of a User that permits User to Access anduse Deployment Server for the Stated Purpose pursuant to the terms and conditions of this Agreement.

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

Deployment Server License

Commencing on the Effective Date, and subject to Customer’s full compliance with the terms and conditions of thisAgreement, Enthought grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to the
Deployment Server. The specific use rights granted to Customer are as follows:a)3.

“Deployment Server Instance License” or “DSIL” - Each DSIL grants Customer the right to use one (1) Instanceof the Deployment Server in accordance with its documentation and its normal and intended use for the StatedPurpose. A separate DSIL is required for each Instance in the event Customer uses multiple Instances of
Deployment Server. Customer may make a copy of Deployment Server for normal computer backup and archival
purposes. The Order shall specify the quantity of Deployment Server Instances licensed to Customer hereunder.

User Accounts

The Order shall specify the quantity of User Accounts permitted to be created and used by Customer and its Users under
the DSIL granted hereunder. In order to Access or use Deployment Server a User must have a User Account.
4.

License Restrictions

Except for the express license granted to Customer in Section 2 and quantity of User Accounts ordered hereunder,
Enthought does not grant to Customer any other licenses, whether express or implied, to Deployment Server or any otherproprietary information owned by Enthought. Notwithstanding any other provision of this Agreement, neither Customer nor
any User shall:
a)
b)
c)
d)

Modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or
protocols from the object code of Deployment Server or knowingly permit or encourage any third party to do so.
Use Deployment Server, or allow the transfer, transmission, export, or re-export of Deployment Server 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 Deployment
Server.
Distribute Deployment Server, in part or in whole.

e)
f)
g)
h)

Allow Access to, disclose, transfer, or distribute Deployment Server to any party other than to an authorized User.
Permit or provide any Access or use of Deployment Server to anyone that is not an authorized User with a valid
User Account in any manner, including sharing User Account user name and password or the user name andpassword of any other authorized User.
Use Deployment Server to perform any illegal, dishonest, or fraudulent act, to damage or injure a third party, orto infringe the intellectual property or privacy rights of any person or entity.
Use Deployment Server 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 all applicable laws and regulations in using the Deployment Server. If Customer or any authorized Users uses
Deployment Server in an unlawful manner, for unlawful purposes or in any way that does not comply with this Agreement
or all applicable laws and regulations, then the DSIL may be revoked by Enthought and, in such event, Customer and its
authorized Users will immediately cease any use of the Deployment Server.
5.

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. The Third Party Software is distributed hereunder and made available to
Customer as part of the product installation. The Third Party Software license(s) for each component are included with thatcomponent. Customer’s rights in the Third Party Software are governed by and subject to the terms and conditions set forthin 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 WITH RESPECT TO SUCH THIRD PARTY SOFTWARE. ENTHOUGHT IS NOT OBLIGATED TO PROVIDESUPPORT SERVICES FOR ANY SUCH THIRD PARTY SOFTWARE UNLESS EXPRESSLY AGREED TO IN WRITINGUNDER A SEPARATE AGREEMENT. For further information about the Third Party Software please contact
support@enthought.com.
6.

Distribution

Customer may use Deployment Server to distribute internally developed or third party software packages to Users under
this Agreement to the extent permitted under any applicable licenses for such software packages. The Deployment Server
Software may not be distributed, in whole or in part.
7.

Fees and Payment Terms

Customer agrees to pay the annual subscription fees for Deployment Server, plus any applicable taxes, levies, duties,
assessments and custom fees (collectively, the “Annual Subscription Fee”) in advance of the Initial Term and each Renewal
Term. Failure to pay the Annual Subscription Fee when due is cause for automatic termination of this Agreement by
Enthought as provided for herein.
8.

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.
9.

Maintenance and Support

Provided the Annual Subscription Fee has been paid in full and pursuant to the terms in this Section 9, Enthought shallprovide the maintenance and support services described below during the Initial Term and each Renewal Term for whichsuch fees have been paid. Maintenance and support services are provided Monday through Friday, during normal businesshours (8:30am to 5:30pm US Central Time), excluding holidays.
a)

Maintenance Services – Enthought shall distribute periodic updates to Deployment Server, if and when available.
Customer agrees to install Software updates in a timely manner.

b)

Support Services – Enthought shall provide support services for the most recent released version of the Software
during the Initial Term or any Renewal Term. Support for non-current versions of the Software may be provided
at Enthought’s sole discretion.
Customer shall designate a single contact person per licensed server instance (the “Administrator Support
Contact”) to communicate with Enthought for the purpose of reporting and resolving support issues. Enthoughtshall provide the following support services to the Administrator Support Contact:
•
•
•
•
•

Phone and Email-based technical support, including installation support
Phone and Email-based support for the use of Deployment Server
Access to Enthought’s Deployment Server subscription library
Access to the Enthought Knowledge bases at the Enthought website
Access to the latest Deployment Server releases

The following describes the service levels provided to Customer for support services.
Upon receipt of a report of a software error from the Administrator Support Contact, Enthought shall initially
respond within the response timeframe during normal business hours for the severity level of the reported error
as show in the table below. The initial response by Enthought serves as acknowledgement of receipt of the error
report and commences the target resolution timeframe as shown in the following table.
Severity
Level

Response
Timeframe

Target Resolution
Timeframe

Critical2 Hours

Hours to Days

Resolution
Software patch in binary form that can be delivered to
Customer quickly and electronically.
*Permanent fix in source code incorporated in the next
release.

High

24 hours

Days to 2 Weeks

Software patch in binary form that can be delivered to
Customer quickly and electronically.
*Permanent fix in source code incorporated in the next
release.

Medium

48 Hours

Month

Low

5 DaysConsidered in next
release*Permanent fix in the next release*if no release is planned by Enthought, and there are software errors to fix, Enthought will produce a bug fix tocorrect such software error within the target resolution timeframe.
During the target resolution timeframe, Enthought shall correct the software error by providing the resolution
corresponding to the severity level of the software error as set forth in the table above. If applicable, Enthought
will notify Customer within a reasonable timeframe, but in no case greater than the target resolution timeframe, if
a reported software error is not a software error but is instead an issue related to a software modification,enhancement, Customer hardware, or other issue not covered under support or maintenance services in thisAgreement.
Enthought does not warrant or represent that all software errors can or will be corrected, but Enthought will use reasonable
efforts to correct any material, reproducible errors in the Deployment Server that are reported by Customer or otherwise
discovered by Enthought. Enthought shall not be responsible for software errors resulting from (i) modifications made to
the Deployment Server software not made by Enthought, (ii) changes to Customer operating system or environment in a
way that adversely affects the Deployment Server or its performance, (iii) using the Deployment Server in a manner forwhich it was not designed, or other than as authorized under this Agreement, or (iv) accident, negligence, or misuse of the
Deployment Server.
In order to provide the maintenance and support services, including performing debugging and providing updates, Customer
shall provide Enthought with remote access to all non-air-gapped Deployment Server installations, if and when possible.
For air-gapped Deployment Server installations, Customer shall provide Enthought with debugging data as requested. For
reported software errors, Customer will provide a description of how to recreate the issue and will give Enthought reasonable
access to the Deployment Server, the equipment on which it operates, and all relevant documentation and records regarding
the issue and will provide reasonable assistance requested by Enthought, including without limitation, sample output andother diagnostic information necessary to provide the support services under this Agreement.
10. Term and Termination
The Term of this Agreement shall commence on the Effective Date and shall remain in effect through the Initial Term andany Renewal Term. Customer may terminate this Agreement by sending notice of cancelation to support@enthought.com.
Such Customer initiated termination of this agreement will be effective at the end of Customer’s current term for which theAnnual 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 breachof any of the terms and conditions of this Agreement. Enthought may terminate this Agreement for cause upon written, withsuch termination for convenience effective as of the end of the then current term.

Upon termination of this Agreement, Customer and its authorized Users will immediately cease any Access or use of the
Deployment Server. Customer’s obligation to pay any amounts due as of termination or expiration shall survive, andCustomer will not be entitled to any refund of any portion of the 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
4-8, 10-17 shall survive. All other rights and obligations shall cease and be of no further force or effect.
11. Intellectual Property, Ownership and Marks
Enthought and its licensors reserves all rights in Deployment Server 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, or feedback relating to Deployment Server (“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.
12. Confidentiality
Customer acknowledges and agrees that Deployment Server constitutes valid, proprietary trade secrets of Enthought, andis protected by copyright law. Customer shall hold the Deployment Server in strict confidence except as required to exercise
Customer’s rights granted expressly herein. Customer shall promptly report a breach of this Section 12 to Enthought.
13. Privacy
When downloading or using the Software, Enthought may process certain data about Customer’s network and Customer’s
device(s) (e.g., email address, phone - extension number, device IDs, IP addresses, location, etc.) in order to provide
support, respective functionalities and to audit compliance with this Agreement. Some of this specific data may containdata that identifies or may be used to identify an individual (“Personal Data”). This Personal Data will generally not leave
Enthought and members of our company group and only be transmitted to third parties if necessary for the above. Enthought
may transfer the data so collected to its members of our company group (or third party partners) in the United States andother countries where Enthought (or its third party partners) are located. Enthought will process such Personal Data inaccordance with its Privacy Policy available at: https://www.enthought.com/privacy-policy.
14. DISCLAIMER AND LIMITATIONS OF LIABILITY
THE DEPLOYMENT SERVER IS PROVIDED “AS IS.” ENTHOUGHT MAKES AND CUSTOMER RECEIVES NO
WARRANTY EXPRESSED OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY OF DATA, NON-INFRINGEMENT AND NON-INTERFERENCE ARE HEREBYDISCLAIMED. ENTHOUGHT SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THISAGREEMENT OR THE DEPLOYMENT SERVER DELIVERED HEREUNDER FOR ANY CONSEQUENTIAL, 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.
15. Indemnity
Enthought will defend Customer against any action brought against Customer by a third party to the extent that it is basedon a claim that the Deployment Server infringes a United States copyright, patent or other property right, and indemnify andhold 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 shall provide 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 Deployment Server, (ii) the combination, operation or use of the Deployment Server with
programs or data not furnished by Enthought if such infringement would have been avoided by the use of the Deployment
Server without such programs or data, (iii) any modification of the Deployment Server, (iv) any unauthorized use of the
Deployment Server, or (v) any third party software.
If, due to a claim contemplated above or the threat thereof, (i) the Deployment Server is held by a court of competentjurisdiction, 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 Deployment Server, 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 theright to continue using such Deployment Server, or (b) replace or modify the Deployment Server 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 Subscription Fees paidby Customer. THIS SECTION STATES ENTHOUGHT’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY
FOR ANY CLAIM OF INFRINGEMENT.

16. Remedies
The parties agree that due to the proprietary nature and high value of the Deployment Server, any breach of this Agreement
by Customer will result in irreparable injury to Enthought that cannot be compensated solely by damages. Therefore,
Enthought shall be entitled to seek and obtain injunctive relief to protect the Deployment Server without posting bond. In
addition to its other remedies, Enthought shall also be entitled to recover its attorneys’ fees and costs in connection with
enforcement of this Agreement and collection of damages related thereto.
17. General(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State ofTexas 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 County, Texas.
Customer consents to the personal jurisdiction of such courts, and hereby waives any objection to the venue ofsuch 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 UnitedStates Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, ortransfer of the Deployment Server, 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 Deployment Server is commercial computer software and the related documentation iscommercial computer software documentation. The use of the Deployment Server and related documentation isfurther restricted in accordance with the terms of this Agreement, or any modification hereto. The
Contractor/Manufacturer is Enthought, Inc., 200 West Cesar Chavez, Suite 202, Austin, Texas, U.S.A. 78701.

(e) Export Restrictions. The Deployment Server is subject to the United States Export Administration Regulations.
The following table sets forth the export control status for the Deployment Server:
Enthought Product
Deployment Server

ECCN
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 Deployment Server is not primarily useful forcommunication, Enthought has self-classified the OpenSSL component as EAR99. Further, pursuant to License
Exception TSU - §742.15(b), the OpenSSL component of the Deployment Server can be exported as NLR, nolicense required except to those countries embargoed by the United States. By accepting this Agreement, youwarrant and represent to Enthought that you will comply with all applicable export regulations for the Deployment
Server as described and incorporated by reference herein.

(f)Entire Agreement. Each party acknowledges that it has read and understands this Agreement and agrees to bebound 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 Deployment Server. This
Agreement may not be modified or amended except in writing signed by a duly authorized representative of eachparty. In the event the terms of this Agreement and the terms of a purchase order issued by Customer conflict,the terms of this Agreement shall govern.

(g) Force Majeure. Dates or times by which Enthought is required to make performance under this Agreement shallbe 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 a waiver of any further right hereunder.