Enthought Virtual Training Services Terms & Conditions
Enthought, Inc. provides training services (the “Training Services”) to Customer subject to the following terms and conditions
accepted and agreed to by the parties (the “Training Agreement”).
1.

Training Fee. The fees due and payable for the Training Services (“Training Fee”) shall be specified in the Enthought
Order provided to Customer for the Training Services or upon checkout if purchased online.

2.

Invoicing. If purchased online, payment by credit card is due at checkout. For offline purchases, payment may be madeby credit card, check, or wire transfer. If making payment by credit card, the Training Fee is due at the time of yourtransaction. If paying by check or wire transfer, Enthought will invoice Customer for the Training Fee upon Enthought’s
receipt and acceptance of a signed Order from Customer. If, in addition to the signed Order, Customer will issue apurchase order for the transaction, the purchase order must be provided to Enthought for its review and acceptance atthe time Customer submits its signed Order. Purchase order terms are Net 30 days. In the event Enthought does notreceive a signed Order and, if applicable, a purchase order from Customer, payment must be received, in full, prior to thecommencement of the course. All invoices are due and payable upon receipt. Enthought may charge Customer a late
fee equal to the one and one-half percent (1.5%) of any overdue balance, or the maximum rate allowed by law, whicheveris lower, rounded up to the next highest whole month and compounded monthly for any invoices not paid within thirty (30)days of the invoice date.

3.

Schedule, Reschedule and Cancellation. The dates for the delivery of the Training Services shall be specified in theOrder.
Customer shall have the right to cancel or reschedule the Training Services at any time subject to the following conditions:a.

Requests to cancel or reschedule must be made in writing to Enthought.

b.

Cancellation or reschedule more than 14 days prior to the class start date may be done at no charge.

c.

Cancellation or reschedule between 14 and 8 days prior to the class start date will incur a cancellation fee equal to
50% of the Training Fee.

d.

Cancellation or reschedule less than 8 days prior to the class start date will incur a cancellation fee equal to 80% of
the Training Fee.

4.

Confidentiality. The parties agree that they will hold as confidential and not disclose to or use for others any secret or
confidential information, knowledge or data obtained from the disclosing party, which is identified as being confidential at
the time of disclosure, without the other party’s prior written approval unless (i) such information is or becomes available
to the general public through publication or disclosure by the disclosing party, (ii) is known to the receiving party prior toreceipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality
to the disclosing party; (iii) becomes known (independently of disclosure by the disclosing party) to the receiving party
directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iv)becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this agreement by
the receiving party; or (v) is independently developed by the receiving party.

5.

Intention of Parties. It is the intention of the parties that Enthought be an independent contractor and not an employee,agent, joint venture, or partner of Customer. Nothing in this Training Agreement shall be interpreted or construed as
creating or establishing the relationship of employer and employee between Enthought and either Customer or any
employee or agent of Customer.

6.

Non-Exclusivity. Enthought shall retain the right to perform services for others during the term of this Training Agreement.

7.

Enthought Intellectual Property. Enthought shall retain all copyrights, patents, trade secrets, or other intellectual property
rights associated with any Enthought training materials and related intellectual property (the “Enthought Training
Materials” or “ETM”) that is licensed or otherwise provided to Customer. Enthought Training Materials shall include, but
are not limited to, the virtual training session broadcasts, training manuals, slides, and exercises. Further, all modifications
or enhancements made to the Enthought Training Materials shall belong exclusively to Enthought. Customerautomatically assigns, and shall cause its personnel automatically to assign, without any requirement for consideration,
any right, title, or interest it or they may have in any modifications or enhancements to the Enthought Training Materials,
including any copyrights or other intellectual property rights pertaining thereto.

8.

The Enthought Training Materials are provided for the individual and sole use of the paid attendee of the class ("Student")
for which the Training Services are provided. The virtual training sessions may not be shared, reproduced, transmitted,or retransmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any
information storage and retrieval system. Furthermore, neither Customer nor any Student shall:a.

Copy, disclose, transfer or distribute ETM to any party in any form.

b.

Remove, modify or obscure any copyright, trademark, legal notices or other proprietary notations in ETM.

c.

Make derivative works of ETM or combine ETM or any part of ETM with any other works.

d.

Use ETM in any manner that could be detrimental to Enthought.

9.

Disclaimer. ENTHOUGHT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGESOF ANY KIND, REGARDLESS OF WHETHER OR NOT ENTHOUGHT KNEW OR SHOULD HAVE KNOWN THATSUCH DAMAGES WERE LIKELY. ENTHOUGHT’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALLNOT EXCEED THE FEES PAID OR PAYABLE TO ENTHOUGHT HEREUNDER.

10. Force Majeure. Dates or times by which Enthought is required to make performance under this Training Agreement shallbe postponed automatically to the extent that Enthought is prevented from meeting them by causes beyond its reasonablecontrol. Enthought shall not be liable to Customer for any failure or delay caused by events beyond Enthought’s control,
including, without limitation, Customer’s failure to furnish necessary information, sabotage, failures or delays intransportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel,raw materials, or equipment, or technical failures.
11. Non-Solicitation. Customer and Enthought agree not to solicit for employment the employees or contractors of the otherparty, without prior written consent of the other party, for a period of twenty-four (24) months following the delivery of theTraining Services.
12. Partial Invalidity. If any provision in this Training Agreement is held by a court of competent jurisdiction to be invalid, void,or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated inany way.
13. Governing Law and Jurisdiction. The parties stipulate that personal jurisdiction for any suit arising out of this contract
exists in the State of Texas, and that any lawsuit seeking to enforce the terms of this contract shall be brought in Travis
County, Texas, a convenient, reasonable and just location which is the principal place of business of Enthought, Inc. Theparties further stipulate 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 other precedent relating to conflicts of law.
14. Entire Agreement. Each party acknowledges that it has read this Training Agreement, understands it, and agrees to bebound by its terms. This Training Agreement constitutes the complete agreement between the parties for the onsite
Training Services and supersedes all previous agreements or representations, written or oral, with respect to the Training
Services specified herein. This Training 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 Training Agreement and the terms of a purchaseorder issued by Customer conflict, the terms of this Training Agreement shall govern.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK