SOFTWARE LICENSE AGREEMENT
This EPD Free Enthought Python Distribution Software License Agreement (the "Agreement" or "EPD Free License") is between Enthought, Inc., a Delaware corporation ("Enthought"), and the licensee of EPD Free 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. Please read this Agreement carefully before using the Software from Enthought. By using the Software 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.
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 provided as part of the License to Customer and distributed by Enthought under this Agreement.
- B. "EPD Free" or "Software" shall mean Enthought's proprietary software and related intellectual property that packages Third Party Software in a single binary form and performs installation services of EPD Free and Third Party Software.
- C. "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 Free Software License
Commencing on the Effective Date, Enthought grants Customer a limited, non-exclusive right to use EPD Free, 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 Free on as many computers or workstations as may be required for the User's individual use of EPD Free. A separate User License is required for each User of EPD Free in the event multiple Users use EPD Free on a single computer or workstation. Use of EPD Free 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 Free 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 Free. Customer shall not remove or obscure any such notices.
- B. EPD Free and Third Party Software. EPD Free is distributed by Enthought pursuant to this Agreement on an AS IS basis with no support services provided by Enthought. A list of Third Party Software distributed to Customer pursuant to the License and copies of the source code for such is available through links published on the Enthought website. Third Party Software is distributed:
- (i) 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.
- (ii) On an As Is basis and with no support services provided by Enthought.
- C. Distribution and Redistribution. Customer may distribute EPD Free to third parties provided:
- (i) it distributed or redistributed for free, in full, unaltered, including the License, as standalone software,
- (ii) it is not in any way sold as a commercial product, either on a standalone basis or as a component of a application or software package. Reselling EPD Free is strictly prohibited under this License. Customer should contact Enthought for information for resale licensing we may offer from time to time.
- (iii) any third parties that receive EPD Free from Customer have entered into a license agreement at the time of distribution whereby they agree to be subject to and comply with, at all times, the terms, conditions and restrictions under this License, and
- (iv) all copies of EPD Free must contain all title, trademark, and copyright information and restricted rights notices as are provided in EPD Free and such notices are not removed or otherwise obscured in any way.
- Further, 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 Free. If Customer or any of its authorized Users use EPD Free 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 Free. The provisions of this Section 2c shall survive any termination or expiration of this Agreement.
3. Term and Termination
The Term of this Agreement shall extend from the Effective Date until terminated by either party as provided for herein. Enthought may terminate this agreement upon Customer's 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 Free used by Customer at the time of termination and Enthought shall have no further obligation or liability to Customer after such termination.
4. Ownership and Marks
Enthought represents and warrants that it is the owner of EPD Free or that it otherwise has the right to grant Customer a User License for Customer's 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 Free and the Third Party Software utilizing Enthought or Third Party Software trademarks.
5. Limited Warranty of Enthought
Enthought hereby warrants that, to the knowledge of Enthought, the copyrights in and to EPD Free 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.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY ENTHOUGHT. ENTHOUGHT MAKES AND CUSTOMER RECEIVES NO WARRANTY EXPRESSED OR IMPLIED 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.
- 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. Export Restrictions. EPD Free is subject to the United States Export Administration Regulations. The following table sets forth the export control status for EPD Free: Ethought Product ECCN License EPD Free 5D992 No 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 EPD Free is not primarily useful for communication, Enthought has self-classified the OpenSSL component as 5D992. Further, pursuant to License Exception TSU - §740.13(e), the OpenSSL component of EPD Free can be exported as NLR, no license required except to those countries embargoed by the United States.
- A comprehensive Export Restriction statement can be found at our website at http://www.enthought.com/products/export_restrictions.php (the "Export Statement") and such Export Statement is incorporated herein by reference. The U.S. holds complete embargoes against Cuba, Iran, North Korea, Sudan and Syria. The exportation, re-exportation, sale or supply, directly or indirectly, from the United States, or by a U.S. person wherever located, of any Enthought goods, software, technology (excluding technical data), or services to any of these countries is strictly prohibited without prior authorization by the U.S. Government. By accepting this Agreement, you warrant and represent to Enthought that you will comply with all applicable export regulations for EPD Free 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 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.
- 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. Compliance. Customer agrees and hereby authorizes Enthought's access to Software license files used to validate usage of the Software for purposes of verifying Customer's compliance with this Agreement during the Term.
- I. 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.