The parties have caused this Enterprise Commercial Use Agreement, which is subject to the terms listed below, to be executed by their respective duly authorized representative as of the Effective Date.
This Enterprise Commercial Use Agreement (“Agreement”) is entered into between Anaconda, Inc. (“Anaconda”) and the Company set forth above and governs Company’s use of the Anaconda® Repository. This Agreement shall not become effective or enforceable unless and until Company has returned a fully executed copy of it to Anaconda, at which time the “Effective Date” as used herein, shall be the date first written above.
Terms and Conditions
Usage Rights Grant. Subject to the terms of this Agreement, Anaconda hereby grants Company a non-exclusive, non-transferable, revocable license, subject to the terms and conditions set forth in this Agreement, to:
- Access and use Anaconda’s repository of packages or tools which are licensed on an open source basis from third parties (including binary packages of these third party tools) (the “Repository”) for the sole purpose of internal development of software or models for Company’s internal use and internal development of proprietary software packages or products that Company may market commercially to its customers;
- Access and use Anaconda’s Repository, which may be created solely for Customer upon mutual agreement;
- Make a mirror copy of the Repository for internal use by the Company;
- Use the Repository for broader and enterprise wide commercial use;
- Integrate the Repository with other third-party development tools for internal use by the Company; and
- Redistribute code files in source (if provided to Company by Anaconda as source) and binary forms, with or without modification, subject to the requirements set forth below.
Company shall not transmit, transfer, disclose or otherwise provide the Repository or any material portion of the Repository, in any form or fashion whatsoever, to any third party or otherwise use the Repository to create a competitive repository for use by third parties. Company shall comply with all laws, rules, and regulations applicable to Company’s use of the contents of the Repository and as may be applicable to this Agreement. Anaconda reserves all rights not expressly granted to Company in this Agreement. Nothing in this Agreement shall be construed as a license to Anaconda’s proprietary software.
This Agreement entitles the Company to support for its use of the Repository per appendix A.
Redistribution and use of a package or tool contained in the Repository, with or without modification, are permitted provided that the following conditions are met:
- Such use must be in compliance with the license applicable to the respective tool or package as further provided in Section 2 including any requirements applicable to source code contained in the Repository regarding the inclusion of rights reservations and/or copyright notices applicable to such code (e.g., “All rights reserved under the 3-clause BSD License”);
- The purpose of the redistribution shall not be the provision of a competitive repository to the Repository;
- The redistribution is not of the entire Repository or any material portion of the Repository; and
- The purpose of the redistribution is not part of a commercial product for resale
Company acknowledges that, as between Company and Anaconda, Anaconda owns all right, title, and interest, including all intellectual property rights, in and to the database structure for the Repository as well as repodata.json and, with respect to third-party products included in the Repository, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to such products.
Notice of Third-Party Software Licenses. The Repository contains software packages or tools licensed on an open source basis from third parties and binary packages of these third-party tools. These third-party software packages or tools are provided on an “as is” basis and are subject to their respective license agreements as well as this Agreement. These licenses may be accessed at http://docs.anaconda.com/anaconda/pkg-docs. Information regarding which license is applicable is available from within many of the third party software packages and tools and at https://repo.anaconda.com/pkgs/main/ and https://repo.anaconda.com/pkgs/r/. Anaconda reserves the right, in its sole discretion, to change which third party tools are provided in the Repository. The following licenses are applicable to certain of the third-party tools included within the Repository:
Intel® Math Kernel Library. The Repository contains re-distributable, run-time, shared-library files from the Intel® Math Kernel Library (“MKL binaries”). Copyright © 2018 Intel Corporation. License available at https://software.intel.com/en-us/license/intel-simplified-software-license (the “MKL License”). Company may use and redistribute the MKL binaries, without modification, provided the following conditions are met:
- Neither the name of Intel nor the names of its suppliers may be used to endorse or promote products derived from the MKL binaries without specific prior written permission.
- No reverse engineering, decompilation, or disassembly of the MKL binaries is permitted.
Company are specifically authorized to use and redistribute the MKL binaries with Company’s installation of the Repository subject to the terms set forth in the MKL License. Company is also authorized to redistribute the MKL binaries.
cuDNN Software. The Repository also contains cuDNN™ software binaries (“cuDNN binaries”) from NVIDIA® Corporation. Company is specifically authorized to use the cuDNN binaries subject to Company’s compliance with the license agreement located at https://docs.nvidia.com/deeplearning/sdk/cudnn-sla/index.html. Company is also authorized to redistribute the cuDNN binaries. cuDNN binaries contain source code provided by NVIDIA Corporation.
Safeguards. Company shall use appropriate safeguards to protect the Repository from misuse and unauthorized access or disclosure, including maintaining adequate physical controls and password protections for any server or system on which the Repository is stored, ensuring that the Repository is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted, and taking any other measures reasonably necessary to prevent any use or disclosure of the Repository other than as allowed under this agreement.
Warranty Limitations; Indemnification. THE REPOSITORY AND ALL PACKAGES AND TOOLS CONTAINED WITHIN THE REPOSITORY ARE PROVIDED BY ANACONDA AND ITS CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ANACONDA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE REPOSITORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANACONDA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE REPOSITORY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF ANACONDA AND ITS AFFILIATES UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00.
COMPANY SHALL INDEMNIFY ANACONDA AGAINST ALL LOSSES AND EXPENSES ARISING OUT OF COMPANY’S USE OF THE REPOSITORY OR THE PACKAGES OR TOOLS IT CONTAINS.
Term and Termination. The Initial Term of this Agreement shall be as set forth on the initial page. Upon expiration of the Initial Term, this Agreement will automatically renew for additional one (1) year periods (each a "Renewal Term"), unless either party gives notice of termination at any time prior to the last thirty (30) days of the Term. The Initial Term and any Renewal Terms are collectively, the "Term." Anaconda may, at any time, terminate this Agreement and the license granted hereunder if Company fails to comply with any term of this Agreement. Upon any termination of this Agreement, Company agrees to promptly discontinue use of the Repository and destroy all copies in Company’s possession or control. Upon any termination of this Agreement all provisions survive except for the licenses granted to Company.
Export; Cryptography Notice. Company must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. The Repository includes cryptographic software. The country in which Company resides may have restrictions on the import, possession, use, and/or re-export to another country, of encryption software. BEFORE using any encryption software, please check the laws, regulations and policies in the country where Company is using the software concerning the import, possession, or use, and re-export of encryption software, to see if this is permitted. See the Wassenaar Arrangement http://www.wassenaar.org/ for more information. The Intel® Math Kernel Library contained in the Repository is classified by Intel® as ECCN 5D992.c with no license required for export to non-embargoed countries. The following packages are included in this distribution that relate to cryptography:
- openssl The OpenSSL Project is a collaborative effort to develop a robust, commercial-grade, full-featured, and open source toolkit implementing the Transport Layer Security (TLS) and Secure Sockets Layer (SSL) protocols as well as a full-strength general-purpose cryptography library.
- pycrypto A collection of both secure hash functions (such as SHA256 and RIPEMD160), and various encryption algorithms (AES, DES, RSA, ElGamal, etc.).
- pyopenssl A thin Python wrapper around (a subset of) the OpenSSL library.
- kerberos (krb5, non-Windows platforms) A network authentication protocol designed to provide strong authentication for client/server applications by using secret-key cryptography.
- cryptography A Python library which exposes cryptographic recipes and primitives.
- pycryptodome A fork of PyCrypto. It is a self-contained Python package of low-level cryptographic primitives. (https://pycryptodome.readthedocs.io/en/latest/src/introduction.html)
- pycryptodomex A stand-alone version of pycryptodome.
- libsodium A software library for encryption, decryption, signatures, password hashing, and more.
- pynacl A Python binding to the Networking and Cryptography library, a crypto library with the stated goal of improving usability, security, and speed.
Governing Law; Jurisdiction and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder by Company must be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Travis County, Texas, and Company irrevocably submit to the jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. Neither party shall assign this Agreement or any of its rights or obligations under this Agreement without the other party’s prior written consent.
Miscellaneous. This Agreement represents the final expression of the parties' intent relating to the subject matter of this Agreement, contains all the terms the parties agreed to relating to the subject matter, and replaces all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this Agreement. If any provision of this Agreement is deemed unlawful, void, voidable or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of any remaining provisions. This Agreement may be executed in two (2) or more separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or other electronically transmitted signatures shall be given the same effect as original signatures. Any notice or demand given hereunder by the holder hereof shall be deemed to have been given and received (i) when actually received by the other party, if delivered in person, or (ii) if mailed, on the earlier of the date actually received or (whether ever received or not) three (3) business days after a letter containing such notice, certified or registered, with postage prepaid, addressed to the other party, is deposited in the United States mail. Notices to the Company shall be addressed to the address indicated on the first page hereof and notices to Anaconda shall be addressed to ANACONDA, INC., Attn: Legal, 815 Brazos St Suite A #558, Austin, TX 78701 or [email protected] Either party may change its address by giving written notice of such change in the manner provided above for giving notice.
Anaconda will provide the support indicated in your purchase form:
Tier 1 Support includes:
- Availability issues of the repository:
- “We are getting Connection Failed errors when installing a package or creating an environment.”
- Issues installing and using access tokens:
- “We followed the instruction for adding the access token to our mirroring scripts, and the following errors are occurring.”
- Conda operation errors:
- “I get an SSLError when I try to install a package.”
- Basic package availability and interoperability questions:
- “When I try to install the package X into my environment, it says I have a conflict.”
- Other informational questions:
- “Is there a silent or batch installer for Anaconda?”
- “Package X is not in defaults or conda-forge, but it is available on PyPi. How do we use it with conda?”
Many of these questions will be accumulated into a FAQ/knowledgebase made available to all customers, so that they can be addressed without a support ticket.
Tier 2 is drawn from a bucket of included hours and can be applied to a variety of projects and customer specific support needs. Examples of typical Tier 2 support issues include:
- Building conda packages:
- “Package X is not available on defaults or conda-forge. Can someone build it for us?”
- “The conda-forge version of this package causes problems with my environment. Can you build a version compatible with defaults?”
- Custom installer builds:
- “We would like a custom installer that includes packages X, Y, and Z.”
- Building other assets:
- “We would like a Cloudera parcel built from this environment.”
- “We would like a Docker container built from this environment.”
- Package usage questions:
- “I’m trying to use package X, but when I call this command, it gives me an error that I don’t understand.”
SLA for both tiers is 48 hour response time
Tier 1: Tickets do not roll over and will reset at the beginning of each calendar month.
Tier 2: Hours do not roll over annually. Tier 2 hours expire at the end of the calendar year. Hours will be prorated per subscription date.