TERMS OF SERVICE Effective Date: March 30, 2024

ANACONDA TERMS OF SERVICE

Please read these Terms of Service carefully before purchasing, using, accessing,
or downloading any Anaconda Offerings (the “Offerings”). These Anaconda
Terms of Service (“TOS”) are between Anaconda, Inc. (“Anaconda”) and
you (“You”), the individual or entity acquiring and/or providing access
to the Offerings. These TOS govern Your access, download, installation, or use
of the Anaconda Offerings, which are provided to You in combination with the
terms set forth in the applicable Offering Description, and are hereby incorporated
into these TOS. Except where indicated otherwise, references to “You” shall
include Your Users. You hereby acknowledge that these TOS are binding, and You
affirm and signify your consent to these TOS by registering to, using, installing,
downloading, or accessing the Anaconda Offerings effective as of the date of
first registration, use, install, download or access, as applicable (the “Effective
Date”). Capitalized definitions not otherwise defined herein are set forth
in Section 15 (Definitions). If You do not agree to these Terms of Service,
You must not register, use, install, download, or access the Anaconda Offerings.

1. ACCESS & USE

1.1 General License Grant. Subject to compliance with these TOS and any applicable
Offering Description, Anaconda grants You a personal, non-exclusive, non-transferable,
non-sublicensable, revocable, limited right to use the applicable Anaconda Offering
strictly as detailed herein and as set forth in a relevant Offering Description.
If You purchase a subscription to an Offering as set forth in a relevant Order,
then the license grant(s) applicable to your access, download, installation,
or use of a specific Anaconda Offering will be set forth in the relevant Offering
Description and any definitive agreement which may be executed by you in writing
or electronic in connection with your Order (“Custom Agreement”). License
grants for specific Anaconda Offerings are set forth in the relevant Offering
Description, if applicable.

1.2 License Restrictions. Unless expressly agreed by Anaconda, You may not:
(a) Make, sell, resell, license, sublicense, distribute, rent, or lease any
Offerings available to anyone other than You or Your Users, unless expressly
stated otherwise in an Order, Custom Agreement or the Documentation or as otherwise
expressly permitted in writing by Anaconda; (b) Use the Offerings to store or
transmit infringing, libelous, or otherwise unlawful or tortious material, or
to store or transmit material in violation of third-party privacy rights; (c)
Use the Offerings or Third Party Services to store or transmit Malicious Code,
or attempt to gain unauthorized access to any Offerings or Third Party Services
or their related systems or networks; (d)Interfere with or disrupt the integrity
or performance of any Offerings or Third Party Services, or third-party data
contained therein; (e) Permit direct or indirect access to or use of any Offerings
or Third Party Services in a way that circumvents a contractual usage limit,
or use any Offerings to access, copy or use any Anaconda intellectual property
except as permitted under these TOS, a Custom Agreement, an Order or the Documentation;
(f) Modify, copy or create derivative works of the Offerings or any part, feature,
function or user interface thereof except, and then solely to the extent that,
such activity is required to be permitted under applicable law; (g) Copy Content
except as permitted herein or in an Order, a Custom Agreement or the Documentation
or republish any material portion of any Offering in a manner competitive with
the offering by Anaconda, including republication on another website or redistribute
or embed any or all Offerings in a commercial product for redistribution or
resale; (h) Frame or Mirror any part of any Content or Offerings, except if
and to the extent permitted in an applicable Custom Agreement or Order for your
own Internal Use and as permitted in a Custom Agreement or Documentation; (i)
Except and then solely to the extent required to be permitted by applicable
law, copy, disassemble, reverse engineer, or decompile an Offering, or access
an Offering to build a competitive service by copying or using similar ideas,
features, functions or graphics of the Offering. You may not use any "deep-link",
"page-scrape", "robot", "spider" or other automatic device, program, algorithm
or methodology, or any similar or equivalent manual process, to access, acquire,
copy or monitor any portion of our Offerings or Content. Anaconda reserves the
right to end any such activity. If You would like to redistribute or embed any
Offering in any product You are developing, please contact the Anaconda team
for a third party redistribution commercial license.

2. USERS & LICENSING

2.1 Organizational Use. Your registration, download, use, installation, access,
or enjoyment of all Anaconda Offerings on behalf of an organization that has
two hundred (200) or more employees or contractors (“Organizational Use”)
requires a paid license of Anaconda Business or Anaconda Enterprise. For sake
of clarity, use by government entities and nonprofit entities with over 200
employees or contractors is considered Organizational Use. Purchasing Starter
tier license(s) does not satisfy the Organizational Use paid license requirement
set forth in this Section 2.1. Educational Entities will be exempt from the
paid license requirement, provided that the use of the Anaconda Offering(s)
is solely limited to being used for a curriculum-based course. Anaconda reserves
the right to monitor the registration, download, use, installation, access,
or enjoyment of the Anaconda Offerings to ensure it is part of a curriculum.
Utilizing Miniconda to pull package updates from the Anaconda Public Repository
without a commercial license (if required by the conditions set forth in Section
2 of this Terms of Service) is considered a violation of the Terms of Service.

2.2 Use by Authorized Users. Your ”Authorized Users” are your employees,
agents, and independent contractors (including outsourcing service providers)
who you authorize to use the Anaconda Offering(s) on Your behalf for Your Internal
Use, provided that You are responsible for: (a) ensuring that such Authorized
Users comply with these TOS or an applicable Custom Agreement; and (b) any breach
of these TOS by such Authorized Users.

2.3 Use by Your Affiliates. Your Affiliates may use the Anaconda Offering(s)
on Your behalf for Your Internal Use only with prior written approval from Anaconda.
Such Affiliate usage is limited to those Affiliates who were defined as such
upon the Effective Date of these TOS. Usage by organizations who become Your
Affiliates after the Effective Date may require a separate license, at Anaconda's
discretion.

2.4 Licenses for Systems. For each End User Computing Device (“EUCD”) (i.e.
laptops, desktop devices) one license covers one installation and a reasonable
number of virtual installations on the EUCD (e.g. Docker, VirtualBox, Parallels,
etc.). Any other installations, usage, deployments, or access must have an individual
license per each additional usage.

2.5 Mirroring. You may only Mirror the Anaconda Offerings with the purchase
of a Site License unless explicitly included in an Order Form or Custom Agreement.

2.6 Beta Offerings. Anaconda provides Beta Offerings “AS-IS” without support
or any express or implied warranty or indemnity for any problems or issue s,
and Anaconda has no liability relating to Your use of the Beta Offerings. Unless
agreed in writing by Anaconda, You will not put Beta Offerings into production
use. You may only use the Beta Offerings for the period specified by Anaconda
in writing; (b) Anaconda, in its discretion, may stop providing the Beta Offerings
at any time, at which point You must immediately cease using the Beta Offering(s);
and (c) Beta Offerings may contain bugs, errors, or other issues..

2.7 Content. In consideration of Your payment of Subscription Fees, Anaconda
hereby grants to You and Your Users a personal, non-exclusive, non-transferable,
non-sublicensable, revocable, limited right and license during the Usage Term
to access, input, use, transmit, copy, process, and measure the Content solely
(1) within the Offerings and to the extent required to enable the ordinary and
unmodified functionality of the Offerings as described in the Offering descriptions,
and (2) for your Internal Use. Customer hereby acknowledge that the grant hereunder
is solely being provided for your Internal Use and not to modify or to create
any derivatives based on the Content.

3. ANACONDA OFFERINGS

3.1 Upgrades or Additional Copies of Offerings. You may only use additional
copies of the Offerings beyond Your Order if You have acquired such rights under
an agreement with Anaconda and you may only use Upgrades under Your Order to
the extent you have discontinued use of prior versions of the Offerings.

3.2 Changes to Offerings; Maintenance. Anaconda may: (a) enhance or refine an
Offering, although in doing so, Anaconda will not materially reduce the core
functionality of that Offering, except as contemplated in Section 3.4 (End of
Life); and (b) perform scheduled maintenance of the infrastructure and software
used to provide an Offering, during which You may experience some disruption
to that Offering. Whenever reasonably practicable, Anaconda will provide You
with advance notice of such maintenance. You acknowledge that occasionally,
Anaconda may need to perform emergency maintenance without providing You advance
notice, during which Anaconda may temporarily suspend Your access to, and use
of, the Offering.

3.3 Use with Third Party Products. If You use the Anaconda Offering(s) with
third party products, such use is at Your risk. Anaconda does not provide support
or guarantee ongoing integration support for products that are not a native
part of the Anaconda Offering(s).

3.4 End of Life. Anaconda reserves the right to discontinue the availability
of an Anaconda Offering, including its component functionality, hereinafter
referred to as “End of Life” or “EOL”, by providing written notice through
its official website, accessible at www.anaconda.com at least sixty (60) days
prior to the EOL. In such instances, Anaconda is under no obligation to provide
support in the transition away from the EOL Offering or feature, You shall transition
to the latest version of the Anaconda Offering, as soon as the newest Version
is released in order to maintain uninterrupted service. In the event that You
or Your designated Anaconda Partner have previously remitted a prepaid fee for
the utilization of Anaconda Offering, and if the said Offering becomes subject
to End of Life (EOL) before the end of an existing Usage Term, Anaconda shall
undertake commercially reasonable efforts to provide the necessary information
to facilitate a smooth transition to an alternative Anaconda Offering that bears
substantial similarity in terms of functionality and capabilities. Anaconda
will not be held liable for any direct or indirect consequences arising from
the EOL of an Offering or feature, including but not limited to data loss, service
interruption, or any impact on business operations.

4. OPEN SOURCE, CONTENT & APPLICATIONS

4.1 Open-Source Software & Packages. Our Offerings include open-source libraries,
components, utilities, and third-party software that is distributed or otherwise
made available as “free software,” “open-source software,” or under
a similar licensing or distribution model (“Open-Source Software”), which
may be subject to third party open-source license terms (the “Open-Source
Terms”). Certain Offerings are intended for use with open-source Python and
R software packages and tools for statistical computing and graphical analysis
(“Packages”), which are made available in source code form by third parties
and Community Users. As such, certain Offerings interoperate with certain Open-Source
Software components, including without limitation Open Source Packages, as part
of its basic functionality; and to use certain Offerings, You will need to separately
license Open-Source Software and Packages from the licensor. Anaconda is not
responsible for Open-Source Software or Packages and does not assume any obligations
or liability with respect to You or Your Users' use of Open-Source Software
or Packages. Notwithstanding anything to the contrary, Anaconda makes no warranty
or indemnity hereunder with respect to any Open-Source Software or Packages.
Some of such Open-Source Terms or other license agreements applicable to Packages
determine that to the extent applicable to the respective Open-Source Software
or Packages licensed thereunder. Any such terms prevail over any conflicting
license terms, including these TOS. Anaconda will use best efforts to use only
Open-Source Software and Packages that do not impose any obligation or affect
the Customer Data (as defined hereinafter) or Intellectual Property Rights of
Customer (beyond what is stated in the Open-Source Terms and herein), on an
ordinary use of our Offerings that do not involve any modification, distribution,
or independent use of such Open-Source Software.

4.2 Open Source Project Affiliation. Anaconda's software packages are not affiliated
with upstream open source projects. While Anaconda may distribute and adapt
open source software packages for user convenience, such distribution does not
imply any endorsement, approval, or validation of the original software's quality,
security, or suitability for specific purposes.

4.3 Third-Party Services and Content. You may access or use, at Your sole discretion,
certain third-party products, services, and Content that interoperate with the
Offerings including, but not limited to: (a) third party Packages, components,
applications, services, data, content, or resources found in the Offerings,
and (b) third-party service integrations made available through the Offerings
or APIs (collectively, “Third-Party Services”). Each Third-Party Service
is governed by the applicable terms and policies of the third-party provider.
The terms under which You access, use, or download Third-Party Services are
solely between You and the applicable Third-Party Service provider. Anaconda
does not make any representations, warranties, or guarantees regarding the Third-Party
Services or the providers thereof, including, but not limited to, the Third-Party
Services’ continued availability, security, and integrity. Third-Party Services
are made available by Anaconda on an “AS IS” and “AS AVAILABLE” basis,
and Anaconda may cease providing them in the Offerings at any time in its sole
discretion and You shall not be entitled to any refund, credit, or other compensation.

5. CUSTOMER CONTENT, APPLICATIONS & RESPONSIBILITIES

5.1 Customer Content and Applications. Your content remains your own. We assume
no liability for the content you publish through our services. However, you
must adhere to our Acceptable Use Policy while utilizing our platform. You can
share your submitted Customer Content or Customer Applications with others using
our Offerings. By sharing Your Content, you grant legal rights to those You
give access to. Anaconda has no responsibility to enforce, police, or otherwise
aid You in enforcing or policing the terms of the license(s) or permission(s)
You have chosen to offer. Anaconda is not liable for third-party misuse of your
submitted Customer Content or Customer Applications on our Offerings. Customer
Applications does not include any derivative works that might be created out
of open source where the license prohibits derivative works.

5.2 Removal of Customer Content and Applications. If You received a removal
notification regarding any Customer Content or a Customer Application due to
legal reasons or policy violations, you promptly must do so. If You don’t
comply or the violation persists, Anaconda may disable the Content or your access
to the Content. If required, You must confirm in writing that you’ve deleted
or stopped using the Customer Content or Customer Applications. Anaconda might
also remove Customer Content or Customer Applications if requested by a Third-party
rights holder whose rights have been violated. Anaconda isn’t obliged to store
or provide copies of Customer Content or Customer Applications that have been
removed, is Your responsibility to maintain a back-up of Your Content.

5.3 Protecting Account Access. You will keep all account information up to date,
use reasonable means to protect Your account information, passwords, and other
login credentials, and promptly notify Anaconda of any known or suspected unauthorized
use of or access to Your account.

6. YOUR DATA, PRIVACY & SECURITY

6.1 Your Data. Your Data, hereinafter “Customer Data”, is any data, files,
attachments, text, images, reports, personal information, or any other data
that is, uploaded or submitted, transmitted, or otherwise made available, to
or through the Offerings, by You or any of your Authorized Users and is processed
by Anaconda on your behalf. For the avoidance of doubt, Anonymized Data is not
regarded as Customer Data. You retain all right, title, interest, and control,
in and to the Customer Data, in the form submitted to the Offerings. Subject
to these TOS, You grant Anaconda a worldwide, royalty-free, non-exclusive license
to store, access, use, process, copy, transmit, distribute, perform, export,
and display the Customer Data, and solely to the extent that reformatting Customer
Data for display in the Offerings constitutes a modification or derivative work,
the foregoing license also includes the right to make modifications and derivative
works. The aforementioned license is hereby granted solely: (i) to maintain,
improve and provide You the Offerings; (ii) to prevent or address technical
or security issues and resolve support requests; (iii) to investigate when we
have a good faith belief, or have received a complaint alleging, that such Customer
Data is in violation of these TOS; (iv) to comply with a valid legal subpoena,
request, or other lawful process; (v) detect and avoid overage of use of our
Offering and confirm compliance by Customer with these TOS and other applicable
agreements and policies; (vi) to create Anonymized Data whether directly or
through telemetry, and (vi) as expressly permitted in writing by You. Anaconda
may use and retain your Account Information for business purposes related to
these TOS and to the extent necessary to meet Anaconda’s legal compliance
obligations (including, for audit and anti-fraud purposes). We reserve the right
to utilize aggregated data to enhance our Offerings functionality, ensure compliance,
avoid Offering overuse, and derive insights from customer behavior, in strict
adherence to our Privacy Policy.

6.2 Processing Customer Data. The ordinary operation of certain Offerings requires
Customer Data to pass through Anaconda’s network. To the extent that Anaconda
processes Customer Data on your behalf that includes Personal Data, Anaconda
will handle such Personal Data in compliance with our Data Processing Addendum.

6.3 Privacy Policy. If You obtained the Offering under these TOS, the conditions
pertaining to the handling of your Personal Data, as described in our Privacy
Policy, shall govern. However, in instances where your offering acquisition
is executed through a Custom Agreement, the terms articulated within our Data
Processing Agreement (“DPA") shall take precedence over our Privacy Policy
concerning data processing matters.

6.4 Aggregated Data. Anaconda retains all right, title, and interest in the
models, observations, reports, analyses, statistics, databases, and other information
created, compiled, analyzed, generated or derived by Anaconda from platform,
network, or traffic data in the course of providing the Offerings (“Aggregated
Data”). To the extent the Aggregated Data includes any Personal Data, Anaconda
will handle such Personal Data in compliance with applicable data protection
laws and the Privacy Policy or DPA, as applicable.

6.5 Offering Security. Anaconda will implement industry standard security safeguards
for the protection of Customer Confidential Information, including any Customer
Content originating or transmitted from or processed by the Offerings and/or
cached on or within Anaconda’s network and stored within the Offerings in
accordance with its policies and procedures. These safeguards include commercially
reasonable administrative, technical, and organizational measures to protect
Customer Content against destruction, loss, alteration, unauthorized disclosure,
or unauthorized access, including such things as information security policies
and procedures, security awareness training, threat and vulnerability management,
incident response and breach notification, and vendor risk management procedures.

7. SUPPORT

7.1 Support Services. Anaconda offers Support Services that may be included
with an Offering. Anaconda will provide the purchased level of Support Services
in accordance with the terms of the Support Policy as detailed in the applicable
Order. Unless ordered, Anaconda shall have no responsibility to deliver Support
Services to You. The Support Service Levels and Tiers are described in the relevant
Support Policy, found here.

7.2 Information Backups. You are aware of the risk that Your Content may be
lost or irreparably damaged due to faults, suspension, or termination. While
we might back up data, we cannot guarantee these backups will occur to meet
your frequency needs or ensure successful recovery of Your Content. It is your
obligation to back up any Content you wish to preserve. We bear no legal liability
for the loss or damage of Your Content.

8. OWNERSHIP & INTELLECTUAL PROPERTY

8.1 General. Unless agreed in writing, nothing in these TOS transfers ownership
in, or grants any license to, any Intellectual Property Rights.

8.2 Feedback. Anaconda may use any feedback You provide in connection with Your
use of the Anaconda Offering(s) as part of its business operations. You hereby
agree that any feedback provided to Anaconda will be the intellectual property
of Anaconda without compensation to the provider, author, creator, or inventor
of providing the feedback.

8.3 DMCA Compliance. You agree to adhere to our Digital Millennium Copyright
Act (DMCA) policies established in our Acceptable Use Policy.

9. CONFIDENTIAL INFORMATION

9.1 Confidential Information. In connection with these TOS and the Offerings
(including the evaluation thereof), each Party (“Discloser”) may disclose
to the other Party (“Recipient”), non-public business, product, technology
and marketing information, including without limitation, customers lists and
information, know-how, software and any other non-public information that is
either identified as such or should reasonably be understood to be confidential
given the nature of the information and the circumstances of disclosure, whether
disclosed prior or after the Effective Date (“Confidential Information”).
For the avoidance of doubt, (i) Customer Data is regarded as your Confidential
Information, and (ii) our Offerings, including Beta Offerings, and inclusive
of their underlying technology, and their respective performance information,
as well as any data, reports, and materials we provided to You in connection
with your evaluation or use of the Offerings, are regarded as our Confidential
Information. Confidential Information does not include information that (a)
is or becomes generally available to the public without breach of any obligation
owed to the Discloser; (b) was known to the Recipient prior to its disclosure
by the Discloser without breach of any obligation owed to the Discloser; (c)
is received from a third party without breach of any obligation owed to the
Discloser; or (d) was independently developed by the Recipient without any use
or reference to the Confidential Information.

9.2 Confidentiality Obligations. The Recipient will (i) take at least reasonable
measures to prevent the unauthorized disclosure or use of Confidential Information,
and limit access to those employees, affiliates, service providers and agents,
on a need to know basis and who are bound by confidentiality obligations at
least as restrictive as those contained herein; and (ii) not use or disclose
any Confidential Information to any third party, except as part of its performance
under these TOS and to consultants and advisors to such party, provided that
any such disclosure shall be governed by confidentiality obligations at least
as restrictive as those contained herein.

9.3 Compelled Disclosure. Notwithstanding the above, Confidential Information
may be disclosed pursuant to the order or requirement of a court, administrative
agency, or other governmental body; provided, however, that to the extent legally
permissible, the Recipient shall make best efforts to provide prompt written
notice of such court order or requirement to the Discloser to enable the Discloser
to seek a protective order or otherwise prevent or restrict such disclosure.

10. INDEMNIFICATION

10.1 By Customer. Customer hereby agree to indemnify, defend and hold harmless
Anaconda and our Affiliates and their respective officers, directors, employees
and agents from and against any and all claims, damages, obligations, liabilities,
losses, reasonable expenses or costs incurred as a result of any third party
claim arising from (i) You and/or any of your Authorized Users’, violation
of these TOS or applicable law; and/or (ii) Customer Data and/or Customer Content,
including the use of Customer Data and/or Customer Content by Anaconda and/or
any of our subcontractors, which infringes or violates, any third party’s
rights, including, without limitation, Intellectual Property Rights.

10.2 By Anaconda. Anaconda will defend any third party claim against You that
Your valid use of Anaconda Offering(s) under Your Order infringes a third party's
U.S. patent, copyright or U.S. registered trademark (the “IP Claim”). Anaconda
will indemnify You against the final judgment entered by a court of competent
jurisdiction or any settlements arising out of an IP Claim, provided that You:
(a) promptly notify Anaconda in writing of the IP Claim; (b) fully cooperate
with Anaconda in the defense of the IP Claim; and (c) grant Anaconda the right
to exclusively control the defense and settlement of the IP Claim, and any subsequent
appeal. Anaconda will have no obligation to reimburse You for Your attorney
fees and costs in connection with any IP Claim for which Anaconda is providing
defense and indemnification hereunder. You, at Your own expense, may retain
Your own legal representation.

10.3 Additional Remedies. If an IP Claim is made and prevents Your exercise
of the Usage Rights, Anaconda will either procure for You the right to continue
using the Anaconda Offering(s), or replace or modify the Anaconda Offering(s)
with functionality that is non-infringing. Only if Anaconda determines that
these alternatives are not reasonably available, Anaconda may terminate Your
Usage Rights granted under these TOS upon written notice to You and will refund
You a prorated portion of the fee You paid for the Anaconda Offering(s) for
the remainder of the unexpired Usage Term.

10.4 Exclusions. Anaconda has no obligation regarding any IP Claim based on:
(a) compliance with any designs, specifications, or requirements You provide
or a third party provides; (b) Your modification of any Anaconda Offering(s)
or modification by a third party; (c) the amount or duration of use made of
the Anaconda Offering(s), revenue You earned, or services You offered; (d) combination,
operation, or use of the Anaconda Offering(s) with non-Anaconda products, software
or business processes; (e) Your failure to modify or replace the Anaconda Offering(s)
as required by Anaconda; or (f) any Anaconda Offering(s) provided on a no charge,
beta or evaluation basis; or (g) your use of the Open Source Software and/or
Third Party Services made available to You within the Anaconda Offerings.

10.5 Exclusive Remedy. This Section 9 (Indemnification) states Anaconda’s
entire obligation and Your exclusive remedy regarding any IP Claim against You.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. Neither Party will be liable for indirect, incidental,
exemplary, punitive, special or consequential damages; loss or corruption of
data or interruption or loss of business; or loss of revenues, profits, goodwill
or anticipated sales or savings except as a result of violation of Anaconda’s
Intellectual Property Rights. Except as a result of violation of Anaconda’s
Intellectual Property Rights, the maximum aggregate liability of each party
under these TOS is limited to: (a) for claims solely arising from software licensed
on a perpetual basis, the fees received by Anaconda for that Offering; or (b)
for all other claims, the fees received by Anaconda for the applicable Anaconda
Offering and attributable to the 12 month period immediately preceding the first
claim giving rise to such liability; provided if no fees have been received
by Anaconda, the maximum aggregate liability shall be one hundred US dollars
($100). This limitation of liability applies whether the claims are in warranty,
contract, tort (including negligence), infringement, or otherwise, even if either
party has been advised of the possibility of such damages. Nothing in these
TOS limits or excludes any liability that cannot be limited or excluded under
applicable law. This limitation of liability is cumulative and not per incident.

12. FEES & PAYMENT

12.1 Fees. Orders for the Anaconda Offering(s) are non-cancellable. Fees for
Your use of an Anaconda Offering are set out in Your Order or similar purchase
terms with Your Approved Source. If payment is not received within the specified
payment terms, any overdue and unpaid balances will be charged interest at a
rate of five percent (5%) per month, charged daily until the balance is paid.

12.2 Billing. You agree to provide us with updated, accurate, and complete billing
information, and You hereby authorize Anaconda, either directly or through our
payment processing service or our Affiliates, to charge the applicable Fees
set forth in Your Order via your selected payment method, upon the due date.
Unless expressly set forth herein, the Fees are non-cancelable and non-refundable.
We reserve the right to change the Fees at any time, upon notice to You if such
change may affect your existing Subscriptions or other renewable services upon
renewal. In the event of failure to collect the Fees You owe, we may, at our
sole discretion (but shall not be obligated to), retry to collect at a later
time, and/or suspend or cancel the Account, without notice. If You pay fees
by credit card, Anaconda will charge the credit card in accordance with Your
Subscription plan. You remain liable for any fees which are rejected by the
card issuer or charged back to Anaconda.

12.3 Taxes. The Fees are exclusive of any and all taxes (including without limitation,
value added tax, sales tax, use tax, excise, goods and services tax, etc.),
levies, or duties, which may be imposed in respect of these TOS and the purchase
or sale, of the Offerings or other services set forth in the Order (the “Taxes”),
except for Taxes imposed on our income.

12.4 Payment Through Anaconda Partner. If You purchased an Offering from an
Anaconda Partner or other Approved Source, then to the extent there is any conflict
between these TOS and any terms of service entered between You and the respective
Partner, including any purchase order, then, as between You and Anaconda, these
TOS shall prevail. Any rights granted to You and/or any of the other Users in
a separate agreement with a Partner which are not contained in these TOS, apply
only in connection vis a vis the Partner.
13. TERM, TERMINATION & SUSPENSION

13.1 Subscription Term. The Offerings are provided on a subscription basis for
the term specified in your Order (the “Subscription Term”). The termination
or suspension of an individual Order will not terminate or suspend any other
Order. If these TOS are terminated in whole, all outstanding Order(s) will terminate.

13.2 Subscription Auto-Renewal. To prevent interruption or loss of service when
using the Offerings or any Subscription and Support Services will renew automatically,
unless You cancel your license to the Offering, Subscription or Support Services
agreement prior to their expiration.

13.3 Termination. If a party materially breaches these TOS and does not cure
that breach within 30 days after receipt of written notice of the breach, the
non-breaching party may terminate these TOS for cause. Anaconda may immediately
terminate your Usage Rights if You breach Section 1 (Access & Use), Section
4 (Open Source, Content & Applications), Section 8 (Ownership & Intellectual
Property) or Section 16.10 (Export) or any of the Offering Descriptions.

13.4 Survival. Section 8 (Ownership & Intellectual Property), Section 6.4 (Aggregated
Data), Section 9 (Confidential Information), Section 9.3 (Warranty Disclaimer),
Section 12 (Limitation of Liability), Section 14 (Term, Termination & Suspension),
obligations to make payment under Section 13 which accrued prior to termination
(Fees & Payment), Section 14.4 (Survival), Section 14.5 (Effect of Termination),
Section 15 (Records, User Count) and Section 16 (General Provisions) survive
termination or expiration of these TOS.

13.5 Effect of Termination. Upon termination of the TOS, You must stop using
the Anaconda Offering(s) and destroy any copies of Anaconda Proprietary Technology
and Confidential Information within Your control. Upon Anaconda’s termination
of these TOS for Your material breach, You will pay Anaconda or the Approved
Source any unpaid fees through to the end of the then-current Usage Term. If
You continue to use or access any Anaconda Offering(s) after termination, Anaconda
or the Approved Source may invoice You, and You agree to pay, for such continued
use. Anaconda may require evidence of compliance with this Section 13. Upon
request, you agree to provide evidence of compliance to Anaconda demonstrating
that all proprietary Anaconda Offering(s) or components thereof have been removed
from your systems. Such evidence may be in the form of a system scan report
or other similarly detailed method.

13.6 Excessive Usage. We shall have the right to throttle or restrict Your access
to the Offerings where we, at our sole discretion, believe that You and/or any
of your Authorized Users, have misused the Offerings or otherwise use the Offerings
in an excessive manner compared to the anticipated standard use (at our sole
discretion) of the Offerings, including, without limitation, excessive network
traffic and bandwidth, size and/or length of Content, quality and/or format
of Content, sources of Content, volume of download time, etc.

14. RECORDS, USER COUNT

14.1 Verification Records. During the Usage Term and for a period of thirty
six (36) months after its expiry or termination, You will take reasonable steps
to maintain complete and accurate records of Your use of the Anaconda Offering(s)
sufficient to verify compliance with these TOS (“Verification Records”).
Upon reasonable advance notice, and no more than once per 12 month period unless
the prior review showed a breach by You, You will, within thirty (30) days from
Anaconda’s notice, allow Anaconda and/or its auditors access to the Verification
Records and any applicable books, systems (including Anaconda product(s) or
other equipment), and accounts during Your normal business hours.

14.2 Quarterly User Count. In accordance with the pricing structure stipulated
within the relevant Order Form and this Agreement, in instances where the pricing
assessment is contingent upon the number of users, Anaconda will conduct a periodic
true-up on a quarterly basis to ascertain the alignment between the actual number
of users utilizing the services and the initially reported user count, and to
assess for any unauthorized or noncompliant usage.

14.3 Penalties for Overage or Noncompliant Use. Should the actual User count
exceed the figure initially provided, or unauthorized usage is uncovered, the
contracting party shall remunerate the difference to Anaconda, encompassing
the additional Users or noncompliant use in compliance with Anaconda’s then-current
pricing terms. The payment for such difference shall be due in accordance with
the invoicing and payment provisions specified in these TOS and/or within the
relevant Order and the Agreement. In the event there is no custom commercial
agreement beyond these TOS between You and Anaconda at the time of a true-up
pursuant to Section 14.2, and said true-up uncovers unauthorized or noncompliant
usage, You will remunerate Anaconda via a settlement amount or back bill for
any fees owed as a result of all unauthorized usage after April of 2020. Fees
may be waived by Anaconda at its discretion. In addition to any charges for
User counts, Anaconda may, at its sole discretion, also calculate damages based
on activity metrics such as installers, packages or mirrors.

15. GENERAL PROVISIONS

15.1 Order of Precedence. If there is any conflict between these TOS and any
Offering Description expressly referenced in these TOS, the order of precedence
is: (a) such Offering Description; (b) these TOS (excluding the Offering Description
and any Anaconda policies); then (c) any applicable Anaconda policy expressly
referenced in these TOS and any agreement expressly incorporated by reference.
If there is a Custom Agreement, the Custom Agreement shall control over these
TOS.

15.2 Entire Agreement. These TOS are the complete agreement between the parties
regarding the subject matter of these TOS and supersedes all prior or contemporaneous
communications, understandings or agreements (whether written or oral) unless
a Custom Agreement has been executed where, in such case, the Custom Agreement
shall continue in full force and effect and shall control.

15.3 Modifications to the TOS. Anaconda may change these TOS or any of its components
by updating these TOS on legal.anaconda.com/terms-of-service. Changes to the
TOS apply to any Orders acquired or renewed after the date of modification.

15.4 Third Party Beneficiaries. These TOS do not grant any right or cause of
action to any third party.

15.5 Assignment. Anaconda may assign this Agreement to (a) an Affiliate; or
(b) a successor or acquirer pursuant to a merger or sale of all or substantially
all of such party’s assets at any time and without written notice. Subject
to the foregoing, this Agreement will be binding upon and will inure to the
benefit of Anaconda and their respective successors and permitted assigns.

15.6 US Government End Users. The Offerings and Documentation are deemed to
be “commercial computer software” and “commercial computer software documentation”
pursuant to FAR 12.212 and DFARS 227.7202. All US Government end users acquire
the Offering(s) and Documentation with only those rights set forth in these
TOS. Any provisions that are inconsistent with federal procurement regulations
are not enforceable against the US Government. In no event shall source code
be provided or considered to be a deliverable or a software deliverable under
these TOS.

15.7 Anaconda Partner Transactions. If You purchase access to an Anaconda Offering
from an Anaconda Partner, the terms of these TOS apply to Your use of that Anaconda
Offering and prevail over any inconsistent provisions in Your agreement with
the Anaconda Partner.

15.8 Children and Minors. If You are under 18 years old, then by entering into
these TOS You explicitly stipulate that (i) You have legal capacity to consent
to these TOS or Your parent or legal guardian has done so on Your behalf; (ii)
You understand the Anaconda Privacy Policy; and (iii) You understand that certain
underage users are strictly prohibited from using certain features and functionalities
provided by the Anaconda Offering(s). You may not enter into these TOS if You
are under 13 years old. Anaconda does not intentionally seek to collect or solicit
personal information from individuals under the age of 13. In the event we become
aware that we have inadvertently obtained personal information from a child
under the age of 13 without appropriate parental consent, we shall expeditiously
delete such information. If applicable law allows the utilization of an Offering
with parental consent, such consent shall be demonstrated in accordance with
the prescribed process outlined by Anaconda’s Privacy Policy for obtaining
parental approval.

15.9 Compliance with Laws. Each party will comply with all laws and regulations
applicable to their respective obligations under these TOS.

15.10 Export. The Anaconda Offerings are subject to U.S. and local export control
and sanctions laws. You acknowledge and agree to the applicability of and Your
compliance with those laws, and You will not receive, use, transfer, export
or re-export any Anaconda Offerings in a way that would cause Anaconda to violate
those laws. You also agree to obtain any required licenses or authorizations.
Without limiting the foregoing, You may not acquire Offerings if: (1) you are
in, under the control of, or a national or resident of Cuba, Iran, North Korea,
Sudan or Syria or if you are on the U.S. Treasury Department's Specially Designated
Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified
List or Entity List or (2) you intend to supply the acquired goods, services
or software to Cuba, Iran, North Korea, Sudan or Syria (or a national or resident
of one of these countries) or to a person on the Specially Designated Nationals
List, Denied Persons List, Unverified List or Entity List.

15.11 Governing Law and Venue. THESE TOS, AND ANY DISPUTES ARISING FROM THEM,
WILL BE GOVERNED EXCLUSIVELY BY THE GOVERNING LAW OF DELAWARE AND WITHOUT REGARD
TO CONFLICTS OF LAWS RULES OR THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL
SALE OF GOODS. EACH PARTY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION
OF COURTS LOCATED WITHIN THE STATE OF DELAWARE. EACH PARTY DOES HEREBY WAIVE
HIS/HER/ITS RIGHT TO A TRIAL BY JURY, TO PARTICIPATE AS THE MEMBER OF A CLASS
IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDING OR TO NAME UNNAMED MEMBERS
IN ANY PURPORTED CLASS ACTION OR OTHER PROCEEDINGS. You acknowledge that any
violation of the requirements under Section 4 (Ownership & Intellectual Property)
or Section 7 (Confidential Information) may cause irreparable damage to Anaconda
and that Anaconda will be entitled to seek injunctive and other equitable or
legal relief to prevent or compensate for such unauthorized use.

15.12 California Residents. If you are a California resident, in accordance
with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer
Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112,
Sacramento, CA 95834, or by telephone at (800) 952-5210.

15.13 Notices. Any notice delivered by Anaconda to You under these TOS will
be delivered via email, regular mail or postings on www.anaconda.com. Notices
to Anaconda should be sent to Anaconda, Inc., Attn: Legal at 1108 Lavaca Street,
Suite 110-645 Austin, TX 78701 and legal@anaconda.com.

15.14 Publicity. Anaconda reserves the right to reference You as a customer
and display your logo and name on our website and other promotional materials
for marketing purposes. Any display of your logo and name shall be in compliance
with Your branding guidelines, if provided by notice pursuant to Section 15.13
by You. Except as provided in this Section 15.14 or by separate mutual written
agreement, neither party will use the logo, name or trademarks of the other
party or refer to the other party in any form of publicity or press release
without such party’s prior written approval.

15.15 Force Majeure. Except for payment obligations, neither Party will be responsible
for failure to perform its obligations due to an event or circumstances beyond
its reasonable control.

15.16 No Waiver; Severability. Failure by either party to enforce any right
under these TOS will not waive that right. If any portion of these TOS are not
enforceable, it will not affect any other terms.

15.17 Electronic Signatures. IF YOUR ACCEPTANCE OF THESE TERMS FURTHER EVIDENCED
BY YOUR AFFIRMATIVE ASSENT TO THE SAME (E.G., BY A "CHECK THE BOX" ACKNOWLEDGMENT
PROCEDURE), THEN THAT AFFIRMATIVE ASSENT IS THE EQUIVALENT OF YOUR ELECTRONIC
SIGNATURE TO THESE TERMS. HOWEVER, FOR THE AVOIDANCE OF DOUBT, YOUR ELECTRONIC
SIGNATURE IS NOT REQUIRED TO EVIDENCE OR FACILITATE YOUR ACCEPTANCE AND AGREEMENT
TO THESE TERMS, AS YOU AGREE THAT THE CONDUCT DESCRIBED IN THESE TOS AS RELATING
TO YOUR ACCEPTANCE AND AGREEMENT TO THESE TERMS ALONE SUFFICES.

16. DEFINITIONS

“Affiliate” means any corporation or legal entity that directly or indirectly
controls, or is controlled by, or is under common control with the relevant
party, where “control” means to: (a) own more than 50% of the relevant party;
or (b) be able to direct the affairs of the relevant party through any lawful
means (e.g., a contract that allows control).

“Anaconda” “we” “our” or “us” means Anaconda, Inc. or its applicable
Affiliate(s).

“Anaconda Content” means any: Anaconda Content includes geographic and domain
information, rules, signatures, threat intelligence and data feeds and Anaconda’s
compilation of suspicious URLs.

“Anaconda Partner” or “Partner” means an Anaconda authorized reseller,
distributor or systems integrator authorized by Anaconda to sell Anaconda Offerings.

“Anaconda Offering” or “Offering” means the Anaconda Services, Anaconda
software, Documentation, software development kits (“SDKs”), application
programming interfaces (“APIs”), and any other items or services provided
by Anaconda any Upgrades thereto under the terms of these TOS, the relevant
Offering Descriptions, as identified in the relevant Order, and/or any updates
thereto.

“Anaconda Proprietary Technology” means any software, code, tools, libraries,
scripts, APIs, SDKs, templates, algorithms, data science recipes (including
any source code for data science recipes and any modifications to such source
code), data science workflows, user interfaces, links, proprietary methods and
systems, know-how, trade secrets, techniques, designs, inventions, and other
tangible or intangible technical material, information and works of authorship
underlying or otherwise used to make available the Anaconda Offerings including,
without limitation, all Intellectual Property Rights therein and thereto.

“Anaconda Service” means Support Services and any other consultation or
professional services provided by or on behalf of Anaconda under the terms of
the Agreement, as identified in the applicable Order and/or SOW.

“Approved Source” means Anaconda or an Anaconda Partner. 

“Anonymized Data” means any Personal Data (including Customer Personal Data)
and data regarding usage trends and behavior with respect to Offerings, that
has been anonymized such that the Data Subject to whom it relates cannot be
identified, directly or indirectly, by Anaconda or any other party reasonably
likely to receive or access that anonymized Personal Data or usage trends and
behavior.

“Authorized Users” means Your Users, Your Affiliates who have been identified
to Anaconda and approved, Your third-party service providers, and each of their
respective Users who are permitted to access and use the Anaconda Offering(s)
on Your behalf as part of Your Order.

“Beta Offerings” Beta Offerings means any portion of the Offerings offered
on a “beta” basis, as designated by Anaconda, including but not limited
to, products, plans, services, and platforms.

“Content” means Packages, components, applications, services, data, content,
or resources, which are available for download access or use through the Offerings,
and owned by third-party providers, defined herein as Third Party Content, or
Anaconda, defined herein as Anaconda Content.

“Documentation” means the technical specifications and usage materials officially
published by Anaconda specifying the functionalities and capabilities of the
applicable Anaconda Offerings.

“Educational Entities” means educational organizations, classroom learning
environments, or academic instructional organizations.

“Fees” mean the costs and fees for the Anaconda Offerings(s) set forth within
the Order and/or SOW, or any fees due immediately when purchasing via the web-portal.

“Government Entities” means any body, board, department, commission, court,
tribunal, authority, agency or other instrumentality of any such government
or otherwise exercising any executive, legislative, judicial, administrative
or regulatory functions of any Federal, State, or local government (including
multijurisdictional agencies, instrumentalities, and entities of such government)

“Internal Use” means Customer’s use of an Offering for Customer’s own
internal operations, to perform Python/R data science and machine learning on
a single platform from Customer’s systems, networks, and devices. Such use
does not include use on a service bureau basis or otherwise to provide services
to, or process data for, any third party, or otherwise use to monitor or service
the systems, networks, and devices of third parties.

“Intellectual Property Rights” means any and all now known or hereafter
existing worldwide: (a) rights associated with works of authorship, including
copyrights, mask work rights, and moral rights; (b) trademark or service mark
rights; (c) Confidential Information, including trade secret rights; (d) patents,
patent rights, and industrial property rights; (e) layout design rights, design
rights, and other proprietary rights of every kind and nature other than trade
dress, and similar rights; and (f) all registrations, applications, renewals,
extensions, or reissues of the foregoing.

“Malicious Code” means code designed or intended to disable or impede the
normal operation of, or provide unauthorized access to, networks, systems, Software
or Cloud Services other than as intended by the Anaconda Offerings (for example,
as part of some of Anaconda’s Security Offering(s).

“Mirror” or “Mirroring” means the unauthorized or authorized act of
duplicating, copying, or replicating an Anaconda Offering, (e.g. repository,
including its contents, files, and data),, from Anaconda's servers to another
location. If Mirroring is not performed under a site license, or by written
authorization by Anaconda, the Mirroring constitutes a violation of Anaconda's
Terms of Service and licensing agreements.

“Offering Description”’ means a legally structured and detailed description
outlining the features, specifications, terms, and conditions associated with
a particular product, service, or offering made available to customers or users.
The Offering Description serves as a legally binding document that defines the
scope of the offering, including pricing, licensing terms, usage restrictions,
and any additional terms and conditions.

“Order” or “Order Form” means a legally binding document, website page,
or electronic mail that outlines the specific details of Your purchase of Anaconda
Offerings or Anaconda Services, including but not limited to product specifications,
pricing, quantities, and payment terms either issued by Anaconda or from an
Approved Source.

“Personal Data” Refers to information falling within the definition of 'personal
data' and/or 'personal information' as outlined by Relevant Data Protection
Regulations, such as a personal identifier (e.g., name, last name, and email),
financial information (e.g., bank account numbers) and online identifiers (e.g.,
IP addresses, geolocation.

“Relevant Data Protection Regulations” mean, as applicable, (a) Personal
Information Protection and Electronic Documents Act (S.C. 2000, c. 5) along
with any supplementary or replacement bills enacted into law by the Government
of Canada (collectively “PIPEDA”); (b) the General Data Protection Regulation
(Regulation (EU) 2016/679) and applicable laws by EU member states which either
supplement or are necessary to implement the GDPR (collectively “GDPR”);
(c) the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.198(a)),
along with its various amendments (collectively “CCPA”); (d) the GDPR as
applicable under section 3 of the European Union (Withdrawal) Act 2018 and as
amended by the Data Protection, Privacy and Electronic Communications (Amendments
etc.) (EU Exit) Regulations 2019 (as amended) (collectively “UK GDPR”);
(e) the Swiss Federal Act on Data Protection of June 19, 1992 and as it may
be revised from time to time (the “FADP”); and (f) any other applicable
law related to the protection of Personal Data.

“Site License'' means a License that confers Customer the right to use Anaconda
Offerings throughout an organization, encompassing authorized Users without
requiring individual licensing arrangements. Site Licenses have limits based
on company size as set forth in a relevant Order, and does not cover future
assignment of Users through mergers and acquisitions unless otherwise specified
in writing by Anaconda.

“Software” means the Anaconda Offerings, including Upgrades, firmware, and
applicable Documentation.

“Subscription” means the payment of recurring Ffees for accessing and using
Anaconda's Software and/or an Anaconda Service over a specified period. Your
subscription grants you the right to utilize our products, receive updates,
and access support, all in accordance with our terms and conditions for such
Offering.

“Subscription Fees” means the costs and Fees associated with a Subscription. 

“Support Services” means the support and maintenance services provided by
Anaconda to You in accordance with the relevant support and maintenance policy
(“Support Policy”) located at legal.anaconda.com/support-policy.

“Third Party Services” means external products, applications, or services
provided by entities other than Anaconda. These services may be integrated with
or used in conjunction with Anaconda's offerings but are not directly provided
or controlled by Anaconda.

“Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements
and other modifications to the Software.

“Usage Term” means the period commencing on the date of delivery and continuing
until expiration or termination of the Order, during which period You have the
right to use the applicable Anaconda Offering.

“User” means the individual, system (e.g. virtual machine, automated system,
server-side container, etc.) or organization that (a) has visited, downloaded
or used the Offerings(s), (b) is using the Offering or any part of the Offerings(s),
or (c) directs the use of the Offerings(s) in the performance of its functions.

“Version” means the Offering configuration identified by a numeric representation,
whether left or right of the decimal place.