Enthought Python Distribution Software License and Subscription Service Agreement

This Enthought Python Distribution Software License and Service Subscription Agreement (the Agreement) is between Enthought, Inc., a Delaware corporation (Enthought), and the licensee and subscriber of EPD and Subscription Services, respectively, 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 the Customer uses the Software or Subscription Services. Please read this Agreement carefully before using the Software or Subscription Services from Enthought. By using the Software or Subscription Services Customer signifies its assent to and acceptance of the terms of this Agreement. If the Customer does not accept the terms of this Agreement, then it must not use the Software or Subscription Services. 1. Definitions. The following terms, when capitalized, are defined as follows: A. Third Party Software shall mean any and all third party software and related intellectual property, whether proprietary or open source, that are subscribed for as part of the Subscription Services by Customer and distributed by Enthought under this Agreement. B. Enthought Python Distribution or EPD or Software shall mean Enthoughts proprietary software and related intellectual property that packages Third Party Software in a single binary form and performs installation services of EPD and Third Party Software by the Customer. C. Subscription Services shall mean annual subscription by Customer for (i) Third Party Software distributed by Enthought and (ii) support services provided by Enthought for EPD at the service level subscribed to by Customer. D. Initial Term shall mean the period from the Effective Date through the date that is the one year anniversary for such date. E. F. 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. 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. EPD Software License

Commencing on the Effective Date, Enthought grants Customer a limited, non-exclusive right to use EPD, but only pursuant to the terms and conditions of this Agreement. The specific use rights granted to Customer are as follows: A. User License. Each User License grants Customer the right for one (1) User to install and use EPD on as many computers or workstations as may be required for the Users individual use of EPD. A separate User License is required for each User of EPD in the event multiple Users use EPD on a single computer or workstation. Use of EPD on a cluster, where the User is making parallel use of more than two (2) nodes requires a separate license. Customer may make as many copies of EPD 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 EPD. Customer shall not remove or obscure any such notices. The Enthought quotation shall set forth the quantity of the User Licenses ordered by Customer. Unless otherwise indicated on the quotation,
EPD License & Subscription Agreement 1/2011

prices exclude any applicable sales, value added, or similar tax payable by Customer. B. Customer shall not distribute EPD to third parties and will only authorize the use of EPD to properly licensed Users as required under the terms of this Agreement. Additionally, Customer shall not distribute to third parties, as standalone software or as a component of a Customer application, any Third Party Software obtained by Customer under this Agreement unless such third parties have a User License in effect at the time of such distribution. The Customer represents and warrants to Enthought that Customer and all of its authorized Users will comply at all times with all applicable laws and regulations in using EPD. If Customer or any of its authorized Users use EPD in an unlawful manner, for unlawful purposes or in any way that does not comply with all applicable laws and regulations, then the license may be revoked by Enthought and, in such event, Customer and its authorized Users will cease using EPD and, at Enthoughts discretion, will uninstall EPD and either return to Enthought or destroy all copies of EPD. The provisions of this Section 2b shall survive any termination or expiration of this Agreement. C. Academic License. For Customers using EPD for education or research in a degreegranting institution, the license agreement controlling the usage of EPD can be found at following location: http://www.enthought.com/EPDAcademicTerms.html

3.

Subscription Services

Enthought shall deliver to Customer the Subscription Services ordered by Customer in consideration for the annual Subscription Services fees as specified in the Enthought quotation, plus any applicable taxes, levies, duties, assessments and custom fees (collectively, the Annual Subscription Fee). The initial Annual Subscription Fees shall be due and payable prior to delivery of the Software, unless other payment terms are specified in the Enthought quotation. Customer may renew its order for Subscription Services for additional one-year Renewal Terms upon payment of the then current Annual Subscription Fee prior to the expiration of the Initial Term or any subsequent Renewal Term. The following services shall be provided to Customer in consideration for the Annual Subscription Fee for the Initial Term and each Renewal Term: A. Third Party Software Distribution Enthought will distribute to Customer, along with periodic updates if and when available, Third Party Software. A list of Third Party Software distributed to Customer pursuant to the Subscription Services and copies of the source code for such is available through links published on the Enthought website. Third Party Software is distributed: (i) (ii) On an As Is basis; and Subject to license agreements for each Third Party Software, a copy of the licenses which are located in the Third Party Software source code and permits Customer to run, copy, modify and redistribute (subject to certain obligations in some cases) the source code.

Enthought reserves the right to change the Third Party Software that is distributed at any time. B. Support Services Subscription Upon receipt of full payment for Subscription Services, Enthought will deliver to Customer support services at the service level ordered and paid for by the Customer. The service level ordered by Customer shall be specified in the Enthought quotation. Customer may change its service level at the time of renewal by providing written notification to Enthought requesting a service level change and specifying the new service level desired. The following provides the support service levels offered by Enthought: (i) Basic Support Subscription is available for User Licenses in blocks of one (1) User.

The Basic Support Subscription provides Customer the following services: Email-based installation support Access to Enthought Subscription Repository containing EPD for all supported platforms and historical EPD releases Access to FAQ Support at the Enthought website Access to the latest distributions Periodic updates to EPD in the Repository Access to Enthought EPD Webinars including archived recordings of past EPD Webinars. (ii) Silver Support Subscription is available for User Licenses in blocks of ten (10) Users. The minimum Silver service level subscription is for ten (10) Users with support for additional Users available in incremental blocks of ten (10) Users. Silver service level support provides Customer with all the services included in the Basic service level for each User plus: Telephone-based installation support Gold Support Subscription is available for a minimum order of ten (10) User Licenses. Support for additional Users above the minimum order quantity is available in incremental blocks of three (3) Users. Gold service level support provides Customer with all the services included in the Silver service level plus: Telephone and email How do I help for basic questions of using EPD to accomplish a specific task. Telephone and email priority bug fixes for getting bugs fixed in specific packages within EPD (including Third Party Software).

(iii)

4.

Term and Termination

The Term of this Agreement shall extend from the Effective Date through the Initial Term and any Renewal Term. Enthought may terminate this agreement upon written notice to Customer if Customer fails to pay the Annual Subscription Fees when and as due, or upon Customers breach of any of the terms and conditions of this Agreement. Customer may terminate this Agreement at any time upon written notice to Enthought. Upon termination of this Agreement, Customer shall have perpetual use of the version or versions of EPD used by Customer at the time of termination, but Customer shall not have access to Subscription Services, Customer will not be entitled to any refund of any portion of the Annual Subscription Fees, and Enthought will have no further obligation or liability to Customer after such termination. 5. Ownership and Marks

Enthought represents and warrants that it is the owner of EPD or that it otherwise has the right to grant Customer a User License for Customers use. No right or license, express or implied, is granted in this Agreement for the use of any Enthought or Third Party Software trade names, service marks or trademarks, including, without limitation, the distribution of EPD and the Third Party Software utilizing Enthought or Third Party Software trademarks. 6. Limited Warranty of Enthought

Enthought hereby warrants that, to the knowledge of Enthought, the copyrights in and to EPD are owned by Enthought or are sublicensed to Customer under the terms of this Agreement with the permission(s) of the licensor(s) of those copyrights. 7. DISCLAIMER

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY ENTHOUGHT. ENTHOUGHT MAKES AND CUSTOMER RECEIVES NO WARRANTY EXPRESSED OR IMPLIED
EPD License & Subscription Agreement 1/2011

AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ENTHOUGHT SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ENTHOUGHT FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE. 8. Indemnity Enthought will defend and indemnify Customer against any action brought against Customer to the extent that it is based on a claim that the Software infringes a United States copyright, patent or other property right, provided that (a) Customer notifies Enthought promptly, in writing, of the claim, (b) Enthought has sole control of the defense of any such claim and all related settlement negotiations and (c) Customer provides Enthought with reasonable assistance and information and authority to perform the above. Enthought's agreement to be responsible for defense of any such claims shall be limited to the costs of defense only and payment of any settlement or judgment arising from such claims. Notwithstanding this general indemnity, Enthought shall have no liability for any claim of infringement based on use of a superseded or altered release of the Software or 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. In the event that the Software are finally held to be infringing works or are believed by Enthought to be infringing, Enthought shall, at its option and expense either (a) modify the Software to be non-infringing, (b) obtain a license to continue using the Software or (c) terminate the license for the infringing Software and refund the license fees paid for the Software. Other than the rights and remedies set forth in this Section 8 concerning infringement and indemnity, Customer has no other rights with respect to infringement. 9. General A. 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. 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 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 or supplanted) 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 the terms of this Agreement, or any modification hereto. The Contractor / Manufacturer is Enthought, Inc., 515 Congress Avenue, Suite 2100, 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 and Subscription Services specified herein. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. 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 reasonable control.

G. Compliance. Customer agrees and hereby authorizes Enthoughts access to Software license files used to validate usage of the Software for purposes of verifying Customers compliance with this Agreement during the Term. 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.

EPD License & Subscription Agreement 1/2011