The definitions below shall apply to all agreements, EULAs, policies, and other legal documents provided by or on behalf of Anaconda unless otherwise defined in the applicable document.
“Affiliate” means, with respect to a Party, any entity now or in the future directly or indirectly Controlled by, under common Control with, or that Controls the subject Party (but only for so long as Control exists).
"Anaconda Technology" means the object code version (or, in the case of a Cloud Service, a machine and or disk image) of the proprietary Anaconda Products on all supported Platforms then currently available, including Documentation and any subsequent Updates provided under Support and Maintenance. Anaconda Technology excludes Third Party Software.
“Bundled Product” means any work created and/or authored by Customer which results in a product, as further defined in any applicable Order Form, which integrates the Software for use by Customer’s End Users, it being understood that Customer shall have created and authored a significant portion of the code and content resulting in the production of the Bundled Product. Bundled Product shall include all ports, modifications, improvements, enhancements, additions, derivative works, updates, releases and versions thereof, whether created or developed by or on behalf of Customer. Bundled Product shall be, by objective examination of features and functions, a product substantially different from the Software.
“Business Scope” means the business use case(s) for which the Software is licensed to the Customer as specified on the applicable Order Form. The Business Scope shall specify the focus of the analytics to be provided using the Software and may also specify such parameters as the industries or types of Customers to be provided access to the Bundled Product.
"Cloud Service" means the Anaconda software service available via the internet, as set forth in an applicable Order Form, that is provided by Anaconda to Customer via the dedicated login portal and as described in the Documentation. If the Cloud Service requires Customer to download Software to use the Cloud Service, then such Software is licensed to Customer for the same Term as the Cloud Service on a Subscription basis under the terms of this Agreement. Unless otherwise stated in an applicable Order Form, access to Cloud Service is strictly limited to Customer’s Internal Network.
“Control” (or any derivation thereof, as appropriate) means direct or indirect ownership of or the right to exercise (a) more than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity, or (b) more than fifty percent (50%) of the ownership interest representing the right to make decisions for the subject entity.
“Effective Date” means the date set forth on the signature page on which this Agreement, or an Order, as applicable, takes effect.
“End Customer” means Customer’s Customer who receives a right to use the for its own use and not for resale or further sublicensing, through a license granted by Customer, or any of its Affiliates, or any of its or their resellers, Customers, or distributors, of the Customer Product, in accordance with the terms of this Agreement and any applicable Order Form. A End Customer shall not include Customer or its Affiliates.
“End Customer Agreement” means a standard form agreement under which an End Customer is licensed by Customer to use the Subscription Service or Standalone Product.
“Developer" means a Named User authorized to use the Software, subject to the terms of this Agreement and an applicable Order Form, to develop or configure projects, applications, or other software on a computer or on one or more virtual machines accessible only by the Developer.
“Development” means the technical environment (“Development Environment”) in which Customer uses the Software for testing and development purposes only.
“End Customer” means a person or entity that licenses the Software from the Customer, incorporated in the Customer Product or Customer Subscription Service and for use within the Business Scope, for Customer’s personal or internal use and not for remarketing, redistribution or other transfer of the Software to any other person or entity, in accordance with the terms of this Agreement and any applicable Order Form.
“Intellectual Property Rights” means all registered and unregistered intellectual property rights granted, applied for, or otherwise now or hereafter in existence worldwide arising under statutory or common law, including copyrights, patent rights, trade secret rights, trademark rights or any analogous right in foreign jurisdictions.
“Internal Network” means Customer’s private, proprietary network resource accessible only by employees and individual contractors of a specific corporate enterprise or similar business entity. Internal Network specifically excludes the internet. Connection by secure links such as VPN or dial up to Customer’s Internal Network is considered use over an Internal Network.
“Licensed Level” means (a) when referenced in the context of a Named User, the quantity of Metric for which each individual Named User category and type is licensed; and (b) when referenced in the context of a Product, the quantity of Metric for which each individual Product is licensed.
“Licensee” means the Customer or the End User, as appropriate, within the meaning of the Agreement. References to “Licensee” apply to Customer in case Customer accesses and Uses the Software, and its End Users, in case Customer’s End Users access, Use, or receive the benefits of the Software.
“Materials" means any tangible or intangible information, design, specification, instruction, projectware or data (and any modifications, adaptations, derivative works or enhancements) provided by Anaconda during the performance of Services which incorporates, reinforces or is used to apply Anaconda’s configuration or implementation methodologies, processes and know-how to Customer’s use of the Software, excluding Output; where “Output"means Confidential Information of Customer that has been input in the Materials or which is accessed and used as part of, or through Customer’s use of the Software, including, but not limited to, data files, images, hyperlinks and written text that Customer, or Customer’s users, create, transmit, submit or display for Customer’s use of the Software.
“Metric” means (a) when referenced in the context of a Named User, the individual Named User category and type (and corresponding Named User definition setting for such Named User’s Use rights) as further described in [Section 5.1]; and (b) when referenced in the context of a Product, the individual business metric corresponding with each Product as further described in [Section 6].
“Named Contact” means a named Customer contact person who interfaces with Anaconda’s support personnel.
“Named User” means any individual authorized by Customer to Use a Product, including without limitation employees of its Affiliates or other third parties authorized to Use a Product.
“Named User License” means the Metric and Licensed Level applicable to each Named User.
“Non-Production" means, unless otherwise stated in the Documentation, a non-operational environment (“Non-Production Environment”) into which the Licensed Software may be installed, which is not processing live data, which is not running any operations of the Customer End Customer and which has not been deployed to permit any users to access live data. Non-Production Environments include development, hot standby, high-availability, and test environments.
“Customer Product” means the Customer’s or its Affiliates’ software, product(s), or solution(s), as specified in an applicable Order Form, into which the Software will be embedded or incorporated.
“Customer Subscription Service” means the Software-as-a-Service (“Subscription Service”) that will be combined with the Software specifically identified in the Order Form.
“Order Form” means the order document for the Named Users and Software licensed under the Agreement, including order documents placed directly with Anaconda or through an authorized reseller, distributor, Customer or other authorized partner of Anaconda, for the Products and/or Services that will be accessed by the Bundled Product. An exemplary template of the Order Form is attached hereto as Exhibit A.
“Open Source Components” means any software component that is provided under this Agreement as part of the Software that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative. Such Open Source Components made available through the Software are not licensed under the terms of this Agreement, but are instead licensed to Customer under the applicable open source licenses provided in the Documentation.
"Platform" means for each discrete Product, the operating system, hardware and/or environments (whether a Cloud Service, virtual or physical), upon which each Product is supported, as set forth in its Documentation, or as specifically identified in the Product name.
“Product” means the Software or Cloud Service made available to Customer, as specified in an applicable Order Form, for use during the Subscription Term.
“Product License” means the Metric and Licensed Level applicable to each Product. A Product License for any Product referenced in an applicable Order Form shall include, and be subject to, the specific terms and Use rules applicable to such Product.
“Production” means the “live” technical environment (“Production Environment”) in which Customer uses the Software for Customer’s business purposes, subject to the terms of any applicable Order Form.
“Services” mean the professional consulting services purchased by Customer, relating to installation, configuration, training or other professional or support services, as specified in Exhibit B and an applicable Order Form and/or SOW.
“Software” means (a) any software product made available to Customer during the Subscription Term, specified in an applicable Order Form, as currently existing and as hereafter modified, developed, prepared, customized, purchased, licensed, acquired or otherwise received, conceived, made or suggested, including but not limited to (i) Anaconda Technology or Third Party Software and (ii) any related product description, user manual, programming notes, training materials, FAQ, knowledgebase information, other support materials and other information and documentation provided, or to be provided by Anaconda to Customer related to the Products and/or Services or other related written materials or files provided in connection with the Products or Services (“Documentation”); and (b) upgrades, modified versions, additions, enhancements, and copies of the Software, if any, licensed to Customer by Anaconda (collectively, “Updates”). The Software is accessed by Customer over its internet connection through communication with the Software Download Site.
“Software Download Site” means the internet-connected hosting site from which the System and Software are accessed.
“Specifications” means (a) the Software’s Documentation, (b) the system, software, security, network, and other requirements for the Software posted at https://docs.anaconda.com/anaconda/install/#requirements, as such requirements may change from time to time, and (c) any other specifications mutually agreed to by the Parties in writing in this Agreement, an Order Form, or SOW.
“Standalone Product” means an Customer-provided product or software application (“Customer Product”) where the Customer supplies their End Customer with a standalone software application. The definition of “Standalone Product” does not include any Customer Product where the operation of the Customer’s Product on an End Customer’s server requires access to the Anaconda Software on the Customer’s Internal Network. “Standalone Product” does not include an Customer Product provided in a Subscription Service application.
“Standalone Use” means that the Software (including any corresponding Third-Party Software) licensed under the Agreement may only be used with or access, directly or indirectly, Customer Products and any other Software or Third Party Products licensed under this Agreement.
“Subscription” means Customer’s right to access and use the relevant Products, Services, and/or Support and Maintenance on a subscription basis as, and to the extent, listed in this Agreement and an applicable Order Form or SOW.
“Support and Maintenance” means for the purposes of this Agreement, Anaconda’s applicable support and maintenance services for the Anaconda Products and Services, as outlined in an applicable Order Form.
“System” means the hardware, configuration, systems software, applications software, software utilities, firmware, embedded software, telecommunications equipment and connectivity, Software Download Site(s) and other facilities that Anaconda hosts, maintains and uses to provide Users with access to and use of the Software.
“Term” means the period commencing as of the Effective Date and expiring on the day that the last Subscription Term under this Agreement terminates.
"Third-Party Software" means software owned by a third-party vendor, provided on-premise or as links available in a Cloud Service, including Documentation and Updates (if Support and Maintenance is made available by Anaconda for Third-Party Software) identified by its license and/or product name, the provision of which by Anaconda is made solely as an accommodation to and in lieu of Customer purchasing a license for Third Party Software directly from the third party vendor.
“Tools” means application software (in source code form or in object code form), such as model generation and extraction software, data collection software and data manipulation/analysis software, that are not commercially available and are either owned by Anaconda or under which Anaconda has the right to grant royalty-free licenses, and that are used in connection with the Software. For the avoidance of doubt, "Tools" shall not be interpreted as including the data itself to be utilized by such application software.
“Use" means to activate the processing capabilities of the Product, load, execute, access, employ the Product, or display information resulting from such capabilities. Use may occur by way of an interface delivered with or as a part of the Product, a Customer or third-party interface, or another intermediary system.
“Users” means employees and agents of Customer, or any individuals otherwise authorized by Customer, that have been designated or permitted by Customer to access the System on behalf of Customer.
“VPN” means a private communications network generally used within enterprises to communicate over a public network using secure protocols.
“Work Order”, “Statement of Work”, or “SOW” means an agreement that outlines Anaconda’s provision of Services to Customer in accordance with the terms of the SOW, this Agreement, and Exhibit B.