diff options
author | eroen <eroen@occam.eroen.eu> | 2014-08-25 23:19:38 +0200 |
---|---|---|
committer | eroen <eroen@occam.eroen.eu> | 2014-08-26 00:06:53 +0200 |
commit | 5c8f608ca36fdefefe34b8ba259ad4789d1bd777 (patch) | |
tree | ba799d61ded4a48c50c466786656b0e055e16fa6 /licenses | |
parent | ignore metadata/md5-cache (diff) | |
download | eroen-5c8f608ca36fdefefe34b8ba259ad4789d1bd777.tar.gz eroen-5c8f608ca36fdefefe34b8ba259ad4789d1bd777.tar.bz2 eroen-5c8f608ca36fdefefe34b8ba259ad4789d1bd777.zip |
matlab - initial
Diffstat (limited to 'licenses')
-rw-r--r-- | licenses/MATLAB | 1373 |
1 files changed, 1373 insertions, 0 deletions
diff --git a/licenses/MATLAB b/licenses/MATLAB new file mode 100644 index 0000000..2734074 --- /dev/null +++ b/licenses/MATLAB @@ -0,0 +1,1373 @@ + +The MathWorks, Inc. +Software License Agreement + +IMPORTANT NOTICE + +READ THE TERMS AND CONDITIONS OF YOUR LICENSE AGREEMENT CAREFULLY +BEFORE COPYING, INSTALLING, OR USING THE PROGRAMS OR DOCUMENTATION. + +THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM REPRESENTS +THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE MATHWORKS, INC. +("MATHWORKS") CONCERNING THE PROGRAM(S) AND DOCUMENTATION. + +BY COPYING, INSTALLING, OR USING THE PROGRAMS AND DOCUMENTATION, YOU +ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO DO SO, DO NOT +COPY, INSTALL, OR USE THE PROGRAMS AND DOCUMENTATION. + +_________________________________________________________________ + +The MathWorks, Inc. Software License Agreement + +Installation and Use Addendum (if applicable) + +Academic Installation and Use Addendum (if applicable) + +Student License and Home License Installation and Use Addendum (if applicable) + +Deployment Addendum + + +The MathWorks, Inc. Software License Agreement + +1. DEFINITIONS. + + 1.1. "Licensee" means you, whether an individual or an entity, to whom + MathWorks grants the License, and who is responsible for complying with the + contractual obligations of the License, and ensuring that anyone permitted + access to the Programs also complies with such obligations. + + 1.2. "Affiliate" means a legal entity which is controlled by, or controls, + or is under common control with Licensee. Control means (i) beneficial + ownership of at least fifty percent (50%) of the voting securities of a + corporation or other business organization with voting securities, or (ii) + a fifty percent (50%) or greater interest in the profits and capital of a + partnership or other business organization without voting securities, + provided that no other individual or entity other than the Licensee also + has an equal fifty percent (50%) ownership or interest in the legal entity. + Notwithstanding the foregoing, unless MathWorks provides its express + written consent to treat the entity as an Affiliate, an Affiliate shall not + include any entity that MathWorks has expressly refused to license (or + grant access under a license to) its software products or that had a + license for MathWorks software products that MathWorks expressly + terminated. + + 1.3. "Application" shall have the meaning ascribed to it in Section 4.1 of + the Deployment Addendum anywhere the term is used in the upper case in this + Agreement. + + 1.4. "Computer" means either (i) a single physical hardware system + containing a single motherboard running an operating system, or (ii) a + virtual machine running an operating system. + + 1.5. "Documentation" means the user guides, if any, accompanying delivery + of a Program, as may be updated from time to time, including the bug + reports made available at mathworks.com/support/bugreports. Documentation + may be delivered in any medium or language. + + 1.6. "Internal Operations" means the use of a Program by employees, + consultants, student interns, and software administration contractors of + Licensee or an Affiliate on behalf of the Licensee or Affiliate. + + 1.7. "Licensed User" means an individual authorized by MathWorks or the + Licensee to use the Programs for Licensee's Internal Operations, to the + extent permitted by the License Option acquired. + + 1.8. "License Manager" means the FlexNet license management software + provided with the Program(s), or the MathWorks Hosted License Manager + ("MHLM"), as the context requires. + + 1.9. "License Option" means the specific rights, restrictions, and + obligations under which Licensee may install and use a Program pursuant to + this Agreement, including those related to the permitted Activation Type + associated with the License Option acquired, as described in the applicable + Installation and Use Addendum, and including restrictions associated with + the License being an "Annual License," "Term License," "Perpetual License," + "Student License," "Home License" or "Certain MATLAB Distributed Computing + Server ("MDCS") Uses," as described under Article 10 of this Agreement. + + 1.10. "Licensor" means the person who, or entity which, grants a license to + MathWorks to redistribute that person's or entity's intellectual property. + + 1.11. "Perpetual License" means the right to use the License indefinitely + provided that the Licensee always remains in compliance with the terms of + this Agreement. + + 1.12. "Program" means the software licensed hereunder, including + Documentation, enhancements and error corrections. Each product licensed + hereunder is a separate Program. + + 1.13. "Third Party" means any person or legal entity that is not MathWorks, + the Licensee, or an Affiliate. + + 1.14. "Third Party Software" means the software referenced in Article 8 of + this Agreement. + +2. ACCEPTANCE AND REFUNDS. If Licensee does not accept the terms and conditions +of this License and any applicable Addendum, or if Licensee terminates this +License, for any reason, within thirty (30) days of Program delivery (the +"Acceptance Period"), then Licensee shall immediately return the Programs +licensed hereunder to MathWorks or the authorized distributor from whom +Licensee acquired the Programs and, if returned within the Acceptance Period, +shall receive a full refund. By retaining a Program throughout the Acceptance +Period, Licensee accepts the applicable rights, and agrees to be bound by the +applicable obligations and restrictions, of this Agreement including the +License Option acquired with respect to that Program. + +3. PROGRAM TRIAL EVALUATION. Licensee agrees to use any Program provided to +Licensee as a trial or evaluation only for the period of the trial evaluation +which may be controlled by a license key code, only to evaluate it individually +for potential purchase of a license to the Program as an end- user, to conduct +no business with it, and to remove it and all result files produced from any of +Licensee's computers at the end of the trial or evaluation period and to comply +with all other obligations and restrictions in this Agreement. + +4. LICENSE GRANT. The MathWorks Programs are licensed, not sold. MathWorks +hereby grants to Licensee, subject to the terms of this Agreement, a +nonexclusive license (the "License") to: + + 4.1. install and use the Programs solely on Computers controlled by + Licensee, in accordance with the License Option acquired and associated + permitted Activation Type provisions contained in the relevant Installation + and Use Addendum, and solely for Internal Operations; + + 4.2. provide access to online Documentation on Licensee's intranet, + provided it is not accessible over the open Internet; + + 4.3. print portions of the online Documentation for reasonable use by + Licensed Users; and + + 4.4. use the Programs as expressly set forth in the Deployment Addendum. + +5. LICENSE RESTRICTIONS. The License is subject to the express restrictions +set forth below and any other restrictions set forth in any signed agreement +between MathWorks and Licensee. Licensee shall not, and shall not cause or +permit any Affiliate or any Third Party to, directly or indirectly: + + 5.1. modify, or create any derivative work of, a Program or any part of a + Program, except as expressly permitted in Article 8 of this Agreement and + in the Deployment Addendum. Notwithstanding anything to the contrary + contained herein, any such permitted modifications must be consistent with + all other terms of this Agreement; + + 5.2. use a Program or any part of a Program, for any act which infringes + copyright of a Program including developing, producing, or testing a + computer program containing a feature or functionality that is + substantially similar in its expression to the expression contained in a + Program or any part of a Program; + + 5.3. adapt, translate, copy, or convert all or any part of a Program in + order to create software, a principal purpose of which is to perform the + same or similar functions to a Program or to replace a Program or any + component of a Program; + + 5.4. rent, lease, or loan the Programs; use the Programs for supporting + Third Parties' use of the Programs, time share the Programs, or provide + service bureau or similar service use; + + 5.5. disassemble, decompile, reverse engineer a Program, or any portion + thereof, or attempt to gain access to its method of operation or source + code; + + 5.6. sell, license, sublicense, provide access, publish, display, + distribute, disseminate, assign, or otherwise transfer (whether by sale, + exchange, lease, gift, or otherwise) to a Third Party the Programs, any + copy or portion thereof, or any License or other rights thereto, in whole + or in part, without MathWorks' prior written consent, except as expressly + permitted in the Deployment Addendum; + + 5.7. alter, remove, or obscure any copyright, trade secret, patent, + trademark, logo, proprietary and/or other legal notices on or in copies of + the Programs; + + 5.8. use MathWorks' name, trade names, logos, or other trademarks of + MathWorks or any of its Affiliates or Licensors in any advertising, + promotional literature or any other material, whether in written, + electronic, or other form, distributed to any Third Party, except in the + form provided by MathWorks, and then solely for purposes of identifying + MathWorks' Programs; + + 5.9. provide access (directly or indirectly) to the Programs via a web or + network Application, except as permitted in Article 8 of the Deployment + Addendum; + + 5.10. copy, make available for copy, or otherwise reproduce the Programs, + in whole or in part, except either (a) as may be required for their + installation for the purpose of executing the Program in accordance with + the License Option and associated permitted Activation Type, (b) as + expressly permitted in the Deployment Addendum, or (c) to make a reasonable + number of copies solely for back-up purposes provided that any such + permitted copies shall reproduce all copyright, trade secret, patent, logo, + proprietary and/or other legal notices contained in the original copy + obtained from MathWorks; + + 5.11. access or use Programs that Licensee is not currently licensed to + access or to use; + + 5.12. allow the Programs to be accessed or used by a Third Party except as + specifically provided in this Agreement; + + 5.13. disclose or transfer the activation key, login credentials, and/or + license file to a Third Party, or allow them to be used by a Third Party + except as provided herein; + + 5.14. republish the Documentation, except as expressly permitted in Article + 4 of this Agreement; + + 5.15. create a server for code generation or deployment Applications; + + 5.16. disable or circumvent any technical limitations in the Programs or + disregard other limitations as set forth in + mathworks.com/ineligible_programs including those limitations that prevent + certain Programs or Program components from being compiled, distributed, + called from a web application, or used with the MATLAB Distributed + Computing Server, as the case may be. Licensee agrees not to work around + these limitations; + + 5.17. access, enable access to, modify, translate, or deploy temporary + intermediate files produced by a Program; + + 5.18. make any use of the License on behalf of or for the benefit of a + Third Party or an Affiliate in any manner that would constitute a violation + of this License if such use were directly made by the Third Party or the + Affiliate or cause any Third Party or Affiliate to make any use of the + License on behalf of or for the benefit of Licensee or an Affiliate in any + manner that would constitute a violation of this License if such use were + directly made by Licensee or Affiliate; + + 5.19. acquire the License if a principal purpose of the acquisition is to + transfer or assign the License to a Third Party unless expressly permitted + by MathWorks; and/or + + 5.20. mechanize or automate the process of checking out or in license keys + for one or more Programs, including by running a second session of a + Program, running a Program to serve multiple users, or rebooting the + License Manager, for a principal purpose of minimizing the License check + out time of any Programs, or otherwise circumventing the intended License + Manager operation. + +6. ADDITIONAL FEES. The fees for the License are determined based upon the +country where all Licensed User(s) are principally located. Additional fees +may apply to a transfer of the License, or the principal location of any +Licensed User, to another country, or to contract for global use. MathWorks +may restrict a transfer of a License to another country or restrict its use in +another country if MathWorks reasonably believes that such transfer or use will +result in a breach of this Agreement. + +7. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS. The +Programs shall at all times remain the property of MathWorks and/or MathWorks' +Licensors and Licensee shall have no right, title, or interest therein, except +as expressly set forth in this Agreement. Licensee shall take appropriate +action by instruction, agreement, or otherwise with any persons permitted +access to the Programs, so as to enable Licensee to satisfy its obligations +under the terms of this Agreement, including disabling access to the Programs, +in the event of a transfer of the License. + +8. LICENSES FOR THIRD PARTY SOFTWARE, SERVICES, AND DATA. MathWorks has been +granted licenses to distribute certain Third Party Software as part of or +included with the Programs licensed. These licenses require MathWorks to +distribute the software to Licensee subject to specific terms and conditions, +which may provide rights and impose restrictions for use of the Programs, +including deployment of Applications, that are different from or additional to +those contained herein. Should such Third Party Software be provided under the +Lesser General Public License, Licensee may make modifications of the work +identified in Section 6 of the Lesser General Public License for Licensee's own +use and reverse engineering for debugging such modifications. Licensee agrees +that acceptance of this Agreement also confirms Licensee's acceptance of any +applicable Third Party Software licenses. Such Third Party licenses may be +viewed at mathworks.com/thirdpartylicenseagreementsR2014a. Certain MathWorks +Programs may also provide an interface to facilitate Licensee's use of Third +Party services and data governed by the terms and conditions set forth in such +Third Party's applicable agreements with Licensee. This Agreement does not +grant any additional rights to access or use such Third Party services or data +made accessible through the use of MathWorks Programs. + +9. SOFTWARE MAINTENANCE SERVICE. During any paid Software Maintenance Service +term, if applicable, MathWorks shall provide its customary Software Maintenance +Service for the licensed Programs which consists of: delivering subsequent +releases of the Programs, if any, that are not charged for separately; exerting +reasonable efforts to both (a) provide, within a reasonable time, workarounds +for any material programming errors in the current release of the Programs that +are directly attributable to MathWorks, and (b) correct such errors in the next +available release, provided Licensee provides MathWorks with sufficient +information to identify the errors. During this same paid Software Maintenance +Service term, Licensee shall also be entitled to receive technical support for +the current release. Technical support means assistance by telephone, web, and +e-mail with the installation and/or use of the then-current release of the +licensed Programs, including all available bug fixes and patches, and their +interaction with supported hardware and operating systems ("Platforms"). +MathWorks reserves the option to discontinue, in whole or in part, and at any +time, offering Software Maintenance Service and/or technical support for any +Program, feature of a Program, or Platform or to refuse to provide Software +Maintenance Service to a Licensee whom it reasonably believes is in breach of +this Agreement. + +10. LICENSE DURATION ("TERM"). This Agreement shall continue until the earlier +of (a) termination by MathWorks or Licensee as provided below, or (b) such time +as there are no Programs being licensed to Licensee hereunder. + + 10.1. For Annual Licenses: Licensee understands and agrees that each + Annual License and associated Software Maintenance Service will expire + automatically and the Programs will stop operating promptly after its + corresponding one (1) year period, unless Licensee renews its License by + remitting the then-current annual License fee and provided the Licensee + always remains in compliance with the terms of this Agreement. + + 10.2. For Term Licenses: Licensee understands and agrees that each Term + License and associated Software Maintenance Service will expire + automatically and the Programs will stop operating promptly after the + corresponding period of the term licensed, unless Licensee renews its + License by remitting the then-current term License fee and provided the + Licensee always remains in compliance with the terms of this Agreement. + + 10.3. For Perpetual Licenses: Licensee shall have the right to use the + Programs indefinitely, subject to the termination provisions in this + Agreement. Licensee understands and agrees that the Software Maintenance + Service for each Perpetual License will terminate automatically upon + expiration of the initial Software Maintenance Service term included with + the acquisition of the License. Thereafter, the Software Maintenance + Service term may be renewed for any Program, at the then-current price, and + for the then-applicable term, as long as MathWorks offers such Software + Maintenance Service for such Program and provided the Licensee always + remains in compliance with the terms of this Agreement. + + 10.4. For Student Licenses and Home Licenses: See the Student License and + Home License Installation and Use Addendum for the License Term. + + 10.5. For Certain MDCS Uses: Licensee's use of MDCS in the manner + described in Section 3.3.2 of either the Installation and Use Addendum or + the Academic Installation and Use Addendum may be terminated at any time + upon sixty days' notice, or sooner if, for any reason, MathWorks is + involuntarily required to terminate the availability of such use. + +11. TERMINATION. MathWorks may terminate this Agreement and all Licenses +granted hereunder by written notice to Licensee if Licensee breaches any +material term of this Agreement, including failure to pay any License fees due, +and Licensee has not cured such breach within sixty (60) days of written +notification. MathWorks may immediately terminate this Agreement and all +Licenses granted hereunder if, after requesting and failing to receive from the +Licensee adequate assurances of compliance with the terms of this Agreement, +MathWorks reasonably believes that Licensee is or is intending to breach any +material term of this Agreement. MathWorks may immediately terminate upon +notice this Agreement and all Licenses granted hereunder should Licensee breach +the terms and conditions of Articles 4, 5, 7, and/or 12. If Licensee or any of +its Affiliates commences or participates in any legal proceeding against +MathWorks or any of MathWorks' Affiliates challenging or asserting any +intellectual property rights in or against any of the Programs licensed +hereunder, then MathWorks may, without waiving any other legal rights or +remedies available to it, immediately terminate this License. The foregoing +sentence only applies to (a) a Licensee who has as its principal business the +holding of patents and who does not engage, either directly or through an +Affiliate, in any material active business of making products that embody the +patents or (b) a Licensee who engages, either directly or through an Affiliate, +in a principal business of licensing or making available commercial off the +shelf ("COTS") software to Third Parties. Licensee may terminate this License +at any time, for any reason. Licensee shall not be entitled to any refund if +this License is terminated, except for License fees paid for any Programs for +which the Acceptance Period has not expired at the time of termination. Upon +termination for any reason, Licensee shall promptly return all but archival +copies of the Programs in Licensee's possession or control, or promptly provide +written certification of their destruction. + +12. EXPORT CONTROL. The Programs may be subject to U.S. export control laws or +other (U.S. and non-U.S.) governmental export and import laws and regulations. +Notwithstanding any other term of this Agreement or Third Party agreement, +Licensee's rights under this Agreement may not be exercised by Licensee or any +Third Party in violation of such laws and regulations, nor may this Agreement +be transferred to any party where doing so would result in such a violation. +The terms of any limitation on the use, transfer or re-export of the Programs +imposed by MathWorks in any Destination Control Statement or other document for +the purpose of export control shall prevail over any term in this Agreement. +It shall be Licensee's responsibility to comply with the latest United States +or other governmental export and import regulations. + +13. FEDERAL ACQUISITION. This provision applies to all acquisitions of the +Programs and Documentation by, for, or through the federal government of the +United States. By accepting delivery of the Programs or Documentation, the +government hereby agrees that this software or documentation qualifies as +commercial computer software or commercial computer software documentation as +such terms are used or defined in FAR 12.212, DFARS Part 227.72, and DFARS +252.227-7014. Accordingly, the terms and conditions of this Agreement and only +those rights specified in this Agreement, shall pertain to and govern the use, +modification, reproduction, release, performance, display, and disclosure of +the Programs and Documentation by the federal government (or other entity +acquiring for or through the federal government) and shall supersede any +conflicting contractual terms or conditions. If this License fails to meet the +government's needs or is inconsistent in any respect with federal procurement +law, the government agrees to return the Programs and Documentation, unused, to +MathWorks. + +14. EUROPEAN UNION SOFTWARE DIRECTIVE. For any Licensed User properly licensed +to use the Programs within the European Union, any contractual provisions of +this Agreement contrary to laws implemented pursuant to Article 6 of Directive +2009/24/EC of the European Parliament and of the Council of 23 April 2009 on +the legal protection of computer programs or to the exceptions provided for in +Article 5(2) and (3) of such Directive shall be null and void solely to the +extent decompiling, disassembling, or otherwise reverse-engineering of the +Programs is necessary to enable the Licensee to achieve the interoperability of +an independently created program with the Programs or any other permitted +objectives specified by such laws implemented under such Directive +(collectively, the "Permitted Objectives"), consistent with the Directive, +provided that any such information gained is used solely for such Permitted +Objectives and solely in the European Union. + +15. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or other +conclusive proof of tax exempt status, Licensee shall pay all applicable sales, +use, excise, value-added, and other taxes, duties, levies, assessments, and +governmental charges payable in connection with this Agreement or the Licenses +granted hereunder, excluding taxes based on or measured by MathWorks' income, +for which MathWorks shall be solely responsible. + +16. ASSIGNMENT. Licensee may not assign or otherwise transfer this Agreement +and any License hereunder, by operation of law or otherwise, without the +written consent of MathWorks. Licensee agrees that MathWorks may withhold such +consent if it determines, in its sole discretion, that a principal purpose of +the acquisition of this License was to assign the License to a Third Party. In +the case of any permitted or other lawful assignment or transfer, the terms of +this Agreement including any License hereunder shall be binding upon, and inure +to the benefit of, the transferee or assignee. MathWorks may charge Licensee +an administrative fee for any permitted assignment. + +17. LIMITATION OF LIABILITY. The Programs should not be relied on as the sole +basis to solve a problem or implement a design whose incorrect solution or +implementation could result in injury to person or property. If a Program is +employed in such a manner, it is at the Licensee's own risk and MathWorks and +its Licensors explicitly disclaim all liability for such misuse to the extent +allowed by law. MathWorks' and MathWorks' Licensors' liability for death or +personal injury resulting from negligence or for any other matter in relation +to which liability by law cannot be excluded or limited shall not be excluded +or limited. Except as aforesaid, (a) any other liability of MathWorks and its +Licensors (whether in relation to breach of contract, negligence or otherwise) +shall not in total exceed the amount paid to MathWorks under this Agreement in +the twelve month period preceding the claim in question, for the Program with +respect to which the liability in question arises; and (b) MathWorks and its +Licensors shall have no liability for any indirect or consequential loss +(whether foreseeable or otherwise and including loss of profits, loss of +business, loss of opportunity, and loss of use of any computer hardware or +software). Some states do not allow the exclusion or limitation of incidental +or consequential damages, so the above exclusion or limitation may not apply to +Licensee. + +18. LIMITED WARRANTY/LIMITATION OF REMEDIES. MathWorks warrants that +MathWorks, on its own behalf or through its Licensors, has the right to grant +the License rights hereunder. MathWorks warrants that the physical media +provided shall be free from defects in material and workmanship for a period of +ninety (90) days from delivery, or it will be replaced by MathWorks at no cost +to Licensee. MathWorks further warrants, for a period of one (1) year from +delivery or for the term of the License, whichever is less, that each copy of +each Program will conform in all material respects to the description of such +Program's operation in the Documentation. In the event that a Program does not +operate as warranted, Licensee's exclusive remedy and MathWorks' sole liability +under this warranty shall be the correction or workaround by MathWorks of major +defects within a reasonable time. Should such correction or workaround be +impractical, MathWorks may, at its option, terminate the relevant License and +refund the initial License fee paid to MathWorks for such Program. All +requests for warranty assistance should be directed to The MathWorks, Inc., 3 +Apple Hill Drive, Natick, MA 01760-2098, U.S.A. + +19. DISCLAIMER OF WARRANTIES. Except for warranties expressly set forth in +Article 18 of this Agreement (or as implied by law where the law provides that +the particular terms implied cannot be excluded by contract), any and all +Programs, Documentation, and Software Maintenance Services are delivered "as +is" and MathWorks makes and the Licensee receives no additional express or +implied warranties. MathWorks and its Licensors hereby expressly disclaim any +and all other conditions, warranties, or other terms of any kind or nature +concerning the Programs, Documentation, and Software Maintenance Services +(including, without limitation, any with regard to infringement, +merchantability, quality, accuracy, or fitness for a particular purpose or +Licensee's purpose). MathWorks also expressly disclaims any warranties that +may be implied from usage of trade, course of dealing, or course of +performance. Except for the express warranties stated in Article 18 of this +Agreement, the Programs, Documentation, and Software Maintenance Services are +provided with all faults, and the entire risk of satisfactory quality, +performance, accuracy, and effort is with Licensee. MathWorks does not warrant +that the Programs and Documentation will operate without interruption or be +error free. Some states and countries do not allow limitations on how long an +implied warranty lasts, so the above limitation may not apply to Licensee. The +warranty in Article 18 gives Licensee specific legal rights and Licensee may +also have other rights which vary from state to state and country to country. +Licensee accepts responsibility for its use of the Programs and the results +obtained therefrom. + +20. GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted, enforced +and construed and the rights of the parties hereunder governed in all respects +by the laws of the State of Delaware United States of America, without regard +to its conflicts of law provisions, and both parties consent to the +jurisdiction of the federal and state courts located in said State and consent +to the service of process, pleadings and notices in connection with any and all +actions initiated in such courts. The parties agree that a final judgment in +any such action or proceeding shall be conclusive and binding and may be +enforced in any other jurisdiction. To the extent any governing law, treaty, +or regulation is in conflict with this Agreement, the conflicting terms of this +Agreement shall be superseded only to the extent required by such law, treaty, +or regulation. If any provision of this Agreement shall be otherwise unlawful, +void, or otherwise unenforceable, that provision shall be enforced to the +maximum extent permissible. In either case, the remainder of this Agreement +shall not be affected. The parties agree that the U.N. Convention on Contracts +for the International Sale of Goods shall not apply to this Agreement. The +parties further agree that the Uniform Computer Information Transactions Act, +or any version thereof, adopted by any state, in any form ("UCITA"), shall not +apply to this Agreement. To the extent that UCITA is applicable, the parties +agree to opt out of the applicability of UCITA pursuant to the Opt-Out +provision(s) contained therein. + +21. COMPLIANCE WITH LICENSES. Licensee agrees to notify MathWorks promptly +upon discovery of any failure to comply with this Agreement. Licensee agrees +that, no more than once every twelve (12) months or within a reasonable time +after a transfer, in addition to any other remedies at law or in equity, +MathWorks or its authorized representative shall, upon reasonable prior notice, +have the right to inspect Licensee's and Licensee's Affiliates' records, +systems, and facilities, during normal business hours, to verify that +Licensee's and its Affiliates' use of the Programs is in conformity with valid +licenses and otherwise comply with this Agreement. If a verification discloses +that Licensee's or any of its Affiliates' use is not in conformity with a valid +license, Licensee shall immediately take all necessary steps to cure any past +defaults, including paying any unpaid license fees, to bring Licensee's or any +of its Affiliates' use into conformity. + +22. LICENSE MANAGEMENT. The Programs contain technology for the prevention of +unlicensed use. The Programs require activation to exercise your rights under +this Agreement. You may also need to activate if you redesignate the Programs +on your License or modify your hardware. + +Activation associates the use of the Programs with a specific Computer, and in +some cases the Licensed User. During activation, data about the Programs and +the Computer will be transmitted to MathWorks. This data includes the License +information, Computer identification, and location. Some License Options may +require the MathWorks Account information and the operating system user name +for the Licensed User. A License file will be provided to complete activation. + +23. HEADINGS. The inclusion of headings is for convenience of reference only +and shall not affect the construction or interpretation of this Agreement. + +24. ENTIRE AGREEMENT. This Agreement, and any applicable Addendum thereto +including any documents referenced therein are incorporated herein by +reference, and contain the entire understanding of the parties and may not be +modified or amended or superseded except by a written agreement signed by +MathWorks and Licensee. Such written agreement may include, in addition to any +other terms, restrictions on Licensee's use of the Programs that are in +addition to or inconsistent with the terms set forth in this Agreement +including any addendum to this Agreement. In the event of any conflict between +this Agreement and any purchase order executed by Licensee (whether executed +before or after this Agreement), this Agreement shall prevail. + + + +The MathWorks, Inc. Software License Agreement - Installation and Use Addendum + +This is an Addendum to The MathWorks, Inc. Software License Agreement (the +"Agreement"), and the terms and conditions of this Addendum are incorporated +therein. Each capitalized term used herein and not defined herein shall have +the meaning ascribed to it in the Agreement. + +1. SCOPE. The Installation and Use provisions of this Addendum apply to each +Program licensed under the Agreement. The applicable provisions are determined +by the particular License Option that Licensee acquired, including those +related to the permitted Activation Type associated with the License Option +acquired. + +2. DEFINITIONS. + + 2.1. Activation Type. One of the Standalone Named User, Designated + Computer, Network Named User, or Network Concurrent User Activation Types + available with respect to the License Option acquired. + + 2.2. Licensed User. An individual authorized by the Licensee to use the + Programs for Licensee's Internal Operations, to the extent permitted by the + License Option acquired. + + 2.3. License Option. The specific rights, restrictions, and obligations + under which Licensee may install and use a Program pursuant to the + Agreement, including those related to the permitted Activation Type + associated with the License Option acquired. + + 2.4. Named User. A Licensed User designated and identified by Licensee as + the "Named User" for a License to a Program under either the "Standalone + Named User" or "Network Named User" Activation Type. + +3. INSTALLATION AND USE. Specific rights, obligations, and restrictions apply +to each License Option. Licensee's right to install and use the Programs is +determined by the License Option acquired, including the permitted Activation +Type with respect to such License Option. By accepting the terms and +conditions of the Agreement, Licensee also accepts the License Option acquired. + + 3.1. License Options. + + 3.1.1. Individual. Except as specifically set forth in Section 3.3 + hereof, the Individual License Option permits one Activation Type, + either the Standalone Named User Activation Type or the Designated + Computer Activation Type. + + 3.1.2. Network Named User. Except as specifically set forth in Section + 3.3 hereof, the Network Named User License Option permits only the + Network Named User Activation Type. + + 3.1.3. Concurrent. Except as specifically set forth in Section 3.3 + hereof, the Concurrent License Option permits only the Network + Concurrent User Activation Type. + + 3.2. Activation Types. + + 3.2.1. Standalone Named User. Program use is restricted to the single, + designated Named User. Programs may be activated and used on one or + more individual Computers, provided the Programs are only accessible + to, and used by, the Named User for that License. The physical + locations of the Computers used by the Named User to run the Programs + are not limited; the Computers may be located at work, home, in a + laboratory, or on a laptop. Licensee may only designate one Licensed + User access to or use of the Programs under each Named User License. A + Computer login of a Named User may not be shared with any other + individual. Licensee may redesignate the Named User for a Program, + whether temporarily or not, no more than four (4) times in any twelve + (12) month period. A Named User may not use a Program on more than two + (2) Computers simultaneously. In the case of Standalone Named User + Licenses licensed as part of a group, Licensee shall be responsible + for, and shall assign an administrator the task of, administering the + Licenses and Programs, including new versions of the Programs delivered + during any paid Software Maintenance Service term. + + 3.2.2. Designated Computer. The Programs may only be activated and used + on a single, physical (not virtual) designated Computer, provided the + Programs are only operated from that Computer's console by only one + Licensed User at any given time. Licensee may redesignate the Computer + for a Program to a different Computer, whether temporarily or not, no + more than four (4) times in any twelve (12) month period. In the case + of Designated Computer Licenses licensed as part of a group, Licensee + shall be responsible for, and shall assign an administrator the task + of, administering the Licenses and Programs, including new versions of + the Programs delivered during any paid Software Maintenance Service + term. + + 3.2.3. Network Named User. Programs must be activated on a single + Computer. Licensee must run the License Manager and edit the Local + License Options file to maintain a list of Named Users authorized to + use each Program. Licensee may redesignate Named Users for a Program, + whether temporarily or not, no more than four (4) times in any twelve + (12) month period, provided the number of Named Users never exceeds the + number licensed per Program. Programs may be installed in a central + location or on individual Computers to accelerate startup times, as + long as the use on all Computers is controlled by the License Manager. + A Named User may not use a Program on more than two (2) Computers + simultaneously. A Computer login of a Named User may not be shared + with any other individual. + + 3.2.4. Network Concurrent User. Programs must be activated on a single + Computer. Licensee must run the License Manager and may have only as + many Licensed Users simultaneously using a Program at any given time as + the number of Concurrent keys acquired for that Program. Subject to + the foregoing, a Licensed User of the Concurrent License Option may + utilize the Programs on any number of Computers served by a single + License Manager provided that, before using a Program on any Computer, + the Licensed User checks out a separate Concurrent key from the License + Manager for that Computer. Programs may be installed in a central + location or on individual Computers to accelerate startup times as long + as the use on all Computers is controlled by the License Manager. + Licensees of the Concurrent License Option are prohibited from + providing Program access to users located outside a single country + unless Licensee has contracted for global use. For the purposes of the + immediately preceding sentence, member countries of the North American + Free Trade Agreement ("NAFTA") shall be treated as a single country, + and Iceland, Norway, Switzerland, and any member countries of the + European Union ("EU") shall also be treated as a single country. + + 3.3. MATLAB Distributed Computing Server. + + 3.3.1 Licensees of the MDCS are permitted to install and make available + Programs, other than Programs that are technically limited or otherwise + limited as set forth at mathworks.com/ineligible_programs, on one or + more Computers ("Computer Cluster") solely for use through the MDCS, + provided that (1) the Programs on the Computer Cluster are controlled + by a single License Manager for each MDCS, (2) the number of + simultaneous Program sessions does not exceed the number of MDCS + workers acquired, (3) access to any Program, whether in the MDCS or + otherwise, remains limited to those persons who are Licensed Users of + such Programs and the Parallel Computing Toolbox ("PCT"); (4) access to + any worker must be enabled through a validly licensed use of the PCT; + and (5) access to any Program, including the MDCS, is not made + available (i) to any Third Party without the advance written consent of + MathWorks, or (ii) to any user outside the country for which the MDCS + is licensed, unless the Licensee has contracted for global use. For + the purposes of the immediately preceding sentence, member countries of + the North American Free Trade Agreement ("NAFTA") shall be treated as a + single country, and Iceland, Norway, Switzerland, and any member + countries of the European Union ("EU") shall also be treated as a + single country. + + 3.3.2. Notwithstanding the restriction contained in Section 3.3.1(2) + immediately above but subject to all other restrictions in Section + 3.3.1, Licensed Users of MDCS may also scale the number of MDCS workers + on the following additional terms: (1) Licensee employs the MathWorks + Hosted License Manager ("MHLM") for its license management; and (2) + Licensee agrees, on behalf of its Licensed Users, to the terms of use + at mathworks.com/mdcstermsofuse, including the obligation to pay all + MDCS on-demand fees incurred by its Licensed Users applicable to their + on-demand use, if any, of MDCS workers [mathworks.com/mdcspricingpolicy + (which fees are separate from any fees that may be due to any cloud + providers for use of their platforms, products, or services)]. + + 3.4. MATLAB Production Server. Licensees of the MATLAB Production Server + ("MPS") are permitted to install and use MPS for the sole purpose of + scheduling and running Applications generated with Licensee's validly + licensed MATLAB Compiler Program, provided that the number of workers + running simultaneously on one or more computers does not exceed the number + of MPS workers acquired. Licensee may make the Applications running on MPS + accessible to end users globally, including Third Parties, via a web + interface, or other interface provided by Licensee, subject to the + restrictions of Section 5.2 of the Deployment Addendum. + + 3.5. Polyspace Bug Finder and Polyspace Code Prover. Notwithstanding the + provisions of Section 3.2 above, the number of Polyspace verification runs + that a Licensed User may simultaneously execute using the Polyspace Code + Prover or the Polyspace Bug Finder shall not exceed the number of keys + available for the respective Polyspace Program. + +4. REMOTE AND SHARED OPERATION + + Subject also to the foregoing: + + 4.1. Remote Access to the Desktop: Using the Microsoft Remote Desktop + connection feature or similar technologies: + + 4.1.1. Named Users and Network Named Users may remotely access Programs + for which they are licensed. + + 4.1.2. Network Concurrent Users may remotely access Programs served by + the License Manager for the License under which they are operating. + + 4.1.3. The Licensee of a Designated Computer Activation Type may designate + one Licensed User to remotely access the Programs licensed on the + Designated Computer for operation on that Designated Computer. Licensee + may redesignate such Licensed User, whether temporarily or not, no more + than four (4) times in any twelve (12) month period. + + 4.2. Shared Access to the Desktop: + + 4.2.1. A Licensed User using Microsoft Remote Assistance technology, + NetMeeting conferencing software, or similar technologies may share + remotely the desktop view of a Program session with another individual + for assistive or demonstrative purposes only. + + +The MathWorks, Inc. Software License Agreement - Academic Installation and Use +Addendum + +This is an Addendum to The MathWorks, Inc. Software License Agreement (the +"Agreement"), and the terms and conditions of this Addendum are incorporated +therein. Each capitalized term used herein and not defined herein shall have +the meaning ascribed to it in the Agreement. + +1. SCOPE. The provisions of this Academic Installation and Use Addendum apply +to each Program licensed under the Agreement at prices offered only to +degree-granting educational institutions ("Academic prices") for Academic +Internal Operations only, as defined below. Research and development divisions +and centers of universities, U.S. government agencies and other not-for-profit +organizations do not qualify for Academic prices. This Addendum imposes +certain additional obligations and restrictions with respect to the Programs +licensed at such Academic prices that are not contained in the Agreement. The +applicable provisions are determined by the particular Academic License Option +that Licensee acquires for each Program, including those related to the +permitted Activation Type associated with the Academic License Option acquired. +In the event of a conflict between the provisions of this Addendum and the +Agreement, these Addendum provisions shall apply. + +2. DEFINITIONS. + + 2.1. Academic Internal Operations. The installation and use of the + Programs by Licensed Users, in accordance with the Academic License Option + acquired, for the purpose of (i) in the case of employees (faculty and + academic staff), performing software administration, teaching, and + noncommercial, academic research in their ordinary course as Licensee's + employees; and (ii) in the case of enrolled students, meeting classroom + requirements of courses and study offered by the Licensee. Any other use + is expressly prohibited. + + 2.2. Activation Type. One of the Standalone Named User, Designated + Computer, or Network Concurrent User Activation Types available with + respect to the Academic License Option Acquired. + + 2.3. Licensed Users. All enrolled students and employees (faculty and + academic staff) of the Licensee who are authorized by Licensee to use the + Programs for Academic Internal Operations in accordance with the Agreement, + as revised from time to time, and to the extent permitted by the Academic + License Option acquired. As used herein, "employees" excludes + subcontractors and consultants of the Licensee. + + 2.4. Academic License Option. The specific rights, restrictions, and + obligations under which Licensee may install and use a Program pursuant to + the Agreement, including those related to the permitted Activation Type + associated with the Academic License Option acquired. + + 2.5. Named User. Licensed User designated and identified by Licensee as + the "Named User" for a License to a Program under the "Standalone Named + User" Activation Type. + +3. INSTALLATION AND USE. Specific rights, obligations, and restrictions apply +to each Academic License Option. Licensee's right to install and use the +Programs is determined by the Academic License Option acquired, including the +permitted Activation Type with respect to such Academic License Option. By +accepting the terms and conditions of the Agreement, Licensee also accepts the +Academic License Option acquired, and agrees to use the Programs only for +Academic Internal Operations. + + 3.1. Academic License Options. + + 3.1.1. Individual. Except as specifically set forth in Section 3.3 + hereof, the Individual License Option permits one Activation Type, + either the Standalone Named User Activation Type or the Designated + Computer Activation Type. + + 3.1.2. Concurrent. Except as specifically set forth in Section 3.3 + hereof, the Concurrent License Option permits only the Network + Concurrent User Activation Type. + + 3.1.3. Classroom. Except as specifically set forth in Section 3.3 + hereof, the Classroom License Option permits one Activation Type, + either the Network Concurrent User Activation Type or the Designated + Computer Activation Type. Notwithstanding the foregoing definition of + Academic Internal Operations, Programs licensed under the Classroom + License Option are further restricted to use in connection with + on-campus computing facilities that are used solely in support of + classroom instruction of students. Research use is not permitted. + Notwithstanding the restrictions contained in Sections 2.1 and 2.3 + above but subject to all other restrictions in Sections 2.1 and 2.3, + Licensed Users of the Classroom License may also include visiting + instructors and contractors solely for the purpose of classroom + instruction or preparation for classroom instruction. + + 3.2. Activation Types. + + 3.2.1. Standalone Named User. Program use is restricted to the single, + designated Named User. Programs may be activated and used on one or + more individual Computers, provided the Programs are only accessible + to, and used by, the Named User for that License. The physical + locations of the Computers used by the Named User to run the Programs + are not limited; the Computers may be located at work, home, in a + laboratory, or on a laptop. Licensee may only designate one Licensed + User access to or use of the Programs under each Named User License. A + Computer login of a Named User may not be shared with any other + individual. Licensee may redesignate the Named User for a Program, + whether temporarily or not, no more than four (4) times in any twelve + (12) month period. A Named User may not use a Program on more than two + (2) Computers simultaneously. + + 3.2.2. Designated Computer. The Programs may only be activated and + used on a single, physical (not virtual) designated Computer, provided + the Programs are only operated from that Computer's console by only one + Licensed User at any given time. Licensee may redesignate the Computer + for a Program to a different Computer, whether temporarily or not, no + more than four (4) times in any twelve (12) month period. In the case + of Designated Computer Licenses licensed as part of a group, Licensee + shall be responsible for, and shall assign an administrator the task + of, administering the Licenses and Programs, including new versions of + the Programs delivered during any paid Software Maintenance Service + term. + + 3.2.3. Network Concurrent User. Programs must be activated on a single + Computer. Licensee must run the License Manager and may have only as + many Licensed Users simultaneously operating a Program at any given + time as the number of Concurrent keys acquired for that Program. + Subject to the foregoing, a Licensed User of the Concurrent License + Option may utilize the Programs on any number of Computers served by a + single License Manager provided that, before using a Program on any + Computer, the Licensed User checks out a separate Concurrent key from + the License Manager for that Computer. Programs may be installed in a + central location, on institution-owned or Licensee's faculty, research + and academic staff personally-owned computers to accelerate startup + times, as long as the installations on the individual Computers are + controlled by the License Manager. Licensee is prohibited from + allowing installation of the Programs on students' own computers. + Licensees of the Concurrent License Option are prohibited from + providing Program access to users located outside a single country. + + 3.3. MATLAB Distributed Computing Server. + + 3.3.1. Licensees of the MDCS are permitted to install and make + available Programs, other than Programs that are technically limited or + otherwise limited as set forth at mathworks.com/ineligible_programs, on + one or more Computers ("Computer Cluster") solely for use through the + MDCS, provided that (1) the Programs on the Computer Cluster are + controlled by a single License Manager for each MDCS, (2) the number of + simultaneous Program sessions does not exceed the number of MDCS + workers acquired, (3) access to any Program, whether in the MDCS or + otherwise, remains limited to those persons who are Licensed Users of + such Programs and the Parallel Computing Toolbox ("PCT"); (4) access to + any worker must be enabled through a validly licensed use of the PCT, + and (5) access to any Program, including the MDCS, is not made + available (i) to any Third Party without the advance written consent of + MathWorks, or (ii) to any user outside the country for which the MDCS + is licensed. + + 3.3.2. Notwithstanding the restriction contained in Section 3.3.1(2) + immediately above but subject to all other restrictions in Section + 3.3.1, Licensed Users of MDCS may also scale the number of MDCS workers + on the following additional terms: (1) Licensee employs the MathWorks + Hosted License Manager ("MHLM") for its license management; and (2) + Licensee agrees, on behalf of its Licensed Users, to the terms of use + at mathworks.com/mdcstermsofuse, including the obligation to pay all + MDCS on-demand fees incurred by its Licensed Users applicable to their + on-demand use, if any, of MDCS workers (see + mathworks.com/mdcspricingpolicy). Any fees that may be due to any + cloud providers for use of their platforms, products, or services are + separate and are the responsibility of the Licensee. + + 3.4. MATLAB Production Server. Licensees of the MATLAB Production Server + ("MPS") are permitted to install and use MPS for the sole purpose of + scheduling and running Applications generated with Licensee's validly + licensed MATLAB Compiler Program, provided that the number of workers + running simultaneously on one or more computers does not exceed the number + of MPS workers acquired. Licensee may make the Applications running on MPS + accessible to end users globally, including Third Parties, via a web + interface, or other interface provided by Licensee, subject to the + restrictions of Section 5.2 of the Deployment Addendum. + +4. REMOTE AND SHARED OPERATIONS + + Subject also to the foregoing: + + 4.1. Remote Desktop Access: Using the Microsoft Remote Desktop connection + feature or similar technologies: + + 4.1.1. Named Users may remotely access Programs for which they are + licensed. + + 4.1.2. Network Concurrent Users may remotely access Programs served by + the License Manager for the License under which they are operating. + + 4.1.3. The Licensee of a Designated Computer Activation Type may + designate one Licensed User to remotely access the Programs licensed on + the Designated Computer for operation on that Designated Computer. + Licensee may redesignate such Licensed User, whether temporarily or + not, no more than four (4) times in any twelve (12) month period. + + + 4.2. Shared Access to the Desktop: + + 4.2.1. A Licensed User using Microsoft Remote Assistance technology, + NetMeeting conferencing software, or similar technologies may share + remotely the desktop view of a Program session with another individual + for assistive or demonstrative purposes only. + + + +The MathWorks, Inc. Software License Agreement - Student License and Home +License Installation and Use Addendum + +This is an Addendum to The MathWorks, Inc. Software License Agreement (the +"Agreement"), and the terms and conditions of this Addendum are incorporated +therein. Each capitalized term used herein and not defined herein shall have +the meaning ascribed to it in the Agreement. + +1. SCOPE. The provisions of this Student License and Home License Installation +and Use Addendum apply to the MATLAB and Simulink Programs and to any other +Programs licensed under the Agreement at prices offered to students enrolled in +degree-granting educational institutions ("Student Use prices") or to +individuals for personal use ("Home Use Prices"). This Addendum imposes +certain additional obligations and restrictions with respect to the Programs +licensed at such Student Use and Home Use prices that are not contained in the +Agreement. + +2. In the event of a conflict between the provisions of this Addendum and the +Agreement, these Addendum provisions shall apply. In this Addendum, the +license provided to students is referred to as a "Student License", and the +license provided to individuals for personal use is referred to as the "Home +License". + +3. RETURNS AND REFUNDS. Returns and refunds of Student License and Home +License purchases are subject to the refund policies at the time and point of +purchase. + +4. REGISTRATION AND ACTIVATION. The Programs contain technology for the +prevention of unlicensed or illegal use of the Programs. Licensee agrees to +the use and application of such technology in the Programs (a) to limit the use +of the Programs by Licensee to a finite number of Computers, and (b) to require +Licensee's registration of the Student License and activation of the Programs +in advance of the use of the Programs (other than for temporary use) as further +described in this Addendum and in the Documentation for the Programs. + +5. ELIGIBILITY, INSTALLATION, AND USE. Licensee agrees to the following +eligibility and use restrictions of the Student License and the Home License: +a Licensee of a Student License must be a student enrolled in a degree-granting +educational institution or participating in a continuing education program at a +degree-granting educational institution and may use the license only for +student activities that are not commercial, for profit, professional, or +revenue generating activities for the period of such student use; a Licensee of +a Home License must be an individual and may use the license only for personal +use and not for professional, academic, or commercial use, including for profit +or revenue generating activities, and only for the period of such personal +use. + +The Student License and Home License each permit the Licensee to use the +Programs on one Computer that Licensee owns or leases provided (i) the Programs +are only accessible to, and used by, Licensee, and (ii) Licensee has provided +machine-specific identification for such Computer through the registration and +activation process. Network installation is prohibited. + +6. SOFTWARE MAINTENANCE SERVICE. Software Maintenance Service is not available +for a Student License or Home License. + +7. ASSIGNMENT. Neither a Student License nor a Home License is transferable. + +8. HIGH SCHOOL/PREUNIVERSITY USE. Teachers and students at preuniversity +primary and secondary education schools may license the Student License or Home +License. Teachers may also allow their students to use the Student License or +Home License on the teacher's computer or school- owned computers. + + + + + +The MathWorks, Inc. Software License Agreement - Deployment Addendum + +This is an Addendum to The MathWorks, Inc. Software License Agreement (the +"Agreement"), and the terms and conditions of this Addendum are incorporated +therein for use of the Programs. Each capitalized term used herein and not +defined herein shall have the meaning ascribed to it in the Agreement. + +1. PURPOSES. The Agreement contains restrictions prohibiting Licensee from +modifying, distributing, or providing access to the Programs or any Program +Components (as defined below), except as expressly provided in this Addendum. +Because the Programs licensed by Licensee under the Agreement contain Source +Code or Object Code Program Components, this Addendum sets forth the Licensee's +rights with respect to creating software or applications using the Programs or +any Program Component, as well as certain additional obligations related +thereto. This Addendum also states restrictions and obligations with respect +to the use of the Programs or any Program Component, which also may have a +bearing on the creation or distribution of software or applications. + +MathWorks or its Licensors retain all right, title, and interest in its +Programs, Program Components, and Derivative Forms of its Programs. + +2. USER CREATED FILES. This Addendum does not apply to MATLAB code files, +Simulink model files, MEX-files, MAT-files, VHDL-files, Verilog-files, +FIG-files and P-files that are created by Licensee and that do not include any +code obtained from MATLAB code files, Simulink model files, MAT-files, P-code, +C/C++ files, VHDL-files, Verilog-files, TLC-files, or other Source Code files +supplied with the Programs ("User Files"). Licensee may distribute or +sublicense without restriction, User Files provided that a principal purpose of +the distribution or sublicense is not to replace or replicate a Program or any +part of a Program. + +3. NONCOMPETITION. Notwithstanding anything else contained in this Agreement, +Licensee agrees not to use, test, benchmark, reverse engineer or determine the +expression or design of, the Programs, Derivative Forms, Generated Forms, or +Program Components to make, or distribute its own or a Third Party's +application or software, a principal purpose of which, as reasonably determined +by MathWorks, is to perform the same or similar functions as Programs licensed +by MathWorks or which replaces any component of the Programs. Licensee shall +not otherwise use the Programs to compete with the products or businesses of +MathWorks, including by distributing Libraries, or any form of an entire +Program or a substantial portion of a Program. + +4. DEFINITIONS. + + 4.1. Application. A software file that Licensee has created by either (a) + using a MathWorks Program to compile or translate Licensee created Source + Code or (b) incorporating or linking any part of any Source Code, library + file, or other Program Component provided with the Program. An Application + must contain original code developed by Licensee and must provide + substantial functionality not contained in, or provided by, the Program + Components that are incorporated into such Application. If a software file + created by a Licensee incorporates Program Components, but does not meet + the requirements of the previous sentence, then it is a Derivative Form (as + defined below). An Application may contain Linked Object Code which, if + such Object Code was not Linked to the Application and was a standalone + file, would otherwise have been deemed a Derivative Form. + + 4.2. Application License. A license provided by Licensee to its end-users + for the installation and use of Licensee's Application and any Third Party + Software made available for use with the Application. + + 4.3. Generated Forms. The output of the MATLAB Compiler, the MathWorks + Coder Programs, and other MathWorks' code generation Programs in the form + of Source Code or Object Code, as well as such Source Code converted to + Object Code or Linked forms. + + 4.4. Derivative Forms. A software file that Licensee has derived from one + or more Program Components (including without limitation by incorporating, + translating, or modifying, in whole or in part, any Program Component), and + which, if modified or copied without MathWorks' authorization, would + constitute a copyright infringement or breach of the Agreement. A software + file created by Licensee which qualifies as an "Application" under the + above definition shall not be deemed a Derivative Form. + + 4.5. Linked. An executable or loadable file created by a compiler or + linker program combining Object Code module files. + + 4.6. MAT-file. The file format in which MATLAB stores data. + + 4.7. MCR Libraries. MATLAB Compiler Runtime support libraries and other + files for deployment of Applications created with the MATLAB Compiler. + + 4.8. Object Code. The code created by a system compiler from source code; + also called "machine- readable code". Object Code can be Linked with an + appropriate linker to resolve address references and may be combined with + other Object Code for targeted execution on a specific processor. Object + Code includes "Object Code libraries" and "shared libraries," which are + groupings of Object Code for specific purposes. + + 4.9. Program Component. Any portion of, or file provided with, a Program. + + 4.10. Source Code. Human-readable program code written in a higher-level + language such as C, C++, Java, MATLAB, MDL, VHDL, Verilog, or Fortran, + which must be translated or compiled into machine-readable language before + it can be executed by a computer. Source Code also includes header files + and other human-readable files necessary for a Program to be compiled in + the higher- level language. + + 4.11. Standalone Application. An Application created using programming + languages and tools other than the Programs, which executes outside of the + Programs. + + 4.12. Deployment Program. The MATLAB Compiler and any of MathWorks Coder + Programs as defined in Section 4.13 below. + + 4.13. MathWorks Coder Programs. MATLAB Coder, Filter Design HDL Coder, + Simulink Coder, HDL Coder, Simulink PLC Coder, and Embedded Coder. + +5. DEPLOYMENT PROGRAMS. Licensed Users of MathWorks' Deployment Programs may +automatically generate code from MATLAB code files, Simulink/Stateflow +diagrams, and other representations, into Generated Forms. Furthermore, +Licensee may copy and deploy these Generated Forms for use outside of the +Programs. + + 5.1. Deployment from MathWorks Coder Programs. MathWorks provides + directories of C, C++, Assembly, linker command files, template makefiles, + project files, and TLC source code files with Programs that implement the + real-time framework. Such files made available in any of the MathWorks + Coder Programs may only be modified and deployed in Source Code or Linked + Object Code form for different development targets when used with such + Programs or with code generated by such Programs as part of, and only as + required by, a larger Standalone Application. MathWorks Coder Programs + cannot be used to create an Application (a) providing capability similar to + the capabilities of any of the Programs; (b) providing functionality or + behavior similar to that of the MATLAB command line or scripting and + programming capabilities; (c) allowing operation of the code generation + capabilities of Programs; (d) providing access to an entire Program or a + substantial portion of a Program; or (e) enabling evaluation of end-user + code or expressions. + + 5.1.1. Licensee may copy and deploy these files outside of the Programs + in Linked Object Code form or Source Code form, if only used in + combination with code generated by those Programs as part of a larger + standalone Application. + + 5.1.2. No further fees shall be due to MathWorks for such deployment + within Licensee's Application, regardless of whether the Application is + deployed solely for Licensee's Internal Operations or to Third Parties. + + 5.2. Deployment from MATLAB Compiler. Licensed Users may deploy copies of + Applications generated by the MATLAB Compiler that incorporate compiled + versions of MATLAB code files from licensed Programs required for such + Applications. Licensee may also use and distribute the MCR Libraries + together with such Applications for the sole purpose of running the + Applications. Licensee is prohibited from making copies of the MCR + Libraries accessible to any Third Party separate from or for use other than + with a Licensed User's Application, or provide the MCR for service bureau + or similar service use. + + Licensee agrees to employ the same security measures to protect the MCR + Libraries as it uses to safeguard Licensee's own proprietary intellectual + property, but in no event less than reasonable care. + + No additional license fees shall be due to MathWorks for the distribution + of the required MATLAB code files incorporated in the generated + Application, or for the distribution of the MCR Libraries when deployed + together with such Applications, regardless of whether the Application and + the MCR Libraries are distributed for the purposes of Licensee's Internal + Operations or to Third Parties. + + 5.2.1. Licensed User may include, by compilation for deployment, only + those select MATLAB code files from the licensed Programs required for + the Application. + + 5.2.2. In no event shall Licensee distribute any library header files. + + 5.2.3. Licensee's Application may not provide capability similar to the + capabilities of any of the Programs or provide functionality or + behavior similar to that of the MATLAB command line or scripting and + programming capabilities, nor may Licensee's Application enable + evaluation of end-user code or expressions. + + 5.2.4. Licensee's Application may not allow operation of the code + generation capabilities of Programs. + + 5.2.5. Licensee's Application may not provide access to an entire + Program or a substantial portion of a Program. + + 5.2.6. Licensee's Application incorporating any functionality of the + Parallel Computing Toolbox ("PCT") may enable the same or fewer number + of local workers provided by the PCT used to build the Application, + even if the Application's end user does not possess a license to the + PCT. + + 5.2.7. Licensee shall include the notice "MATLAB(r). (c) 1984 - + [INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks, Inc." in the + deployed Application's About Box, or similar visible location, and in + the applicable documentation distributed with each copy of the + Application. + + 5.2.8. Licensee may not modify or remove any proprietary notice or + license file that is included with the MCR Libraries. + + 5.3. Real-Time Windows Target. Licensee may not incorporate Real-Time + Windows Target into an Application for deployment without contracting with + MathWorks for an OEM or VAR agreement. + + 5.4. Simulink Real-Time. Licensee may develop Applications that + incorporate Object Code derived from Program Components of Simulink + Real-Time which are required for the Application and that have been + compiled or otherwise obtained from Simulink Coder on a single development + PC, download that Application to a target PC, and distribute that + Application beyond the target PC. + + No further fees shall be due to MathWorks for such distribution of + Licensee's Application, regardless of whether the Application is + distributed solely for Licensee's Internal Operations or to Third Parties. + Additionally, the Simulink Real-Time License allows for the distribution of + API DLL's as part of the Application beyond the development PC. No further + fees shall be due to MathWorks for such distribution, regardless of whether + the API DLL's are distributed solely for Licensee's Internal Operations or + to Third Parties. + +6. OTHER SOURCE CODE AND SHARED OBJECT CODE LIBRARIES. + + 6.1. Programs may include selected Source Code and shared Object Code + library files that implement various documented application programming + interface capabilities of the Programs for which the Source Code or shared + library file is part. + + 6.1.1. Licensed User may use and modify the selected Source Code files + solely for creation of Licensee's own Applications. Licensee may copy + and distribute Object Code compiled from this Source Code, but only as + either standalone Object Code file (regardless whether a Derivative + Form) or Object Code Linked to the Application, and only for use with + and deployment of Licensee's own Application. + + 6.1.2. Licensee may use, copy and distribute shared Object Code library + files (regardless whether a Derivative Form) for deployment of + Licensee's own Application, but only if a header file exists in the + Program for the shared library file. Licensee may not copy or + distribute header files themselves. + + 6.1.3. Licensee may not transfer Source Code, development rights, or + development capabilities for any Source Code or Object Code to any + Third Party. + + 6.2. MAT-files. Licensed User may create and distribute Applications that + read MAT-files using the MAT-file API, however, if such Applications are + distributed to Third Parties, they must also implement MAT-file write + capability. + +7. DERIVATIVE FORMS. A Licensee shall only be permitted to distribute a +Derivative Form to Third Parties (a) to the extent expressly permitted under +Articles 5 or 6 of this Addendum, or (b) subject to the requirements of this +Article 7. A Licensee may only distribute a Derivative Form to a Third Party +under this Article 7 if such Third Party is bound by a Software License +Agreement with MathWorks that requires such Third Party to treat such +Derivative Forms received from Licensee as such Third Party's own Derivative +Form thereunder. Licensee agrees that if such a Third Party provides Licensee +with software that is a Derivative Form under the terms of such Third Party's +Software License Agreement with MathWorks (or would otherwise be a Derivative +Form under the terms of this Agreement), then Licensee shall treat such +software as a Derivative Form hereunder as if Licensee has modified or +generated the software itself. + +8. WEB APPLICATIONS. Licensee may not provide access by means of a web +interface to an entire Program or a substantial portion of a Program, to the +MATLAB command line, or to any of the licensed Programs with code generation +capabilities, nor may Licensee's Application enable evaluation of end-user code +or expressions. + +For the Network Concurrent User Activation Type. Programs licensed under the +Network Concurrent User Activation Type may be called via a web application. +Such operation of an application via a web interface may be provided to an +unlimited number of web browser clients, at no additional cost, for Licensee's +own use for its Internal Operations, and for use by Third Parties. + +For the Network Named User and Standalone Named User Activation Types. +Programs licensed under the Network Named User and Standalone Named User +Activation Types may be called via a web application, and such application is +only accessed by designated Network Named User or Standalone Named User +licensees of such Programs. + +Programs licensed under any other Activation Type may not be called via a web +interface. + +9. APPLICATION LICENSING. For any distribution of Applications containing +Object Code or Generated Forms to: + + 9.1. Licensee's internal organization: Licensee shall take appropriate + action by instruction, agreement, or otherwise with any recipients of the + Application, so as to enable Licensee to satisfy its obligations under the + terms of this Addendum and the Agreement. + + 9.2. Third Parties: Your Application shall require acceptance of an + Application License whose terms and conditions are at least as restrictive + as the Agreement, unless the Application is part of an embedded system that + has no provision for licensing to its end users. + + 9.2.1. The Application license for Third Parties must explicitly + exclude MathWorks and its Licensors from all liability for damages or + any obligation to provide remedial actions. In no circumstance shall + Licensee include a warranty for any form of a Program that is + inconsistent with or additional to the warranty contained in the + Agreement. + + 9.2.2. The additional translation, use, and deployment rights granted + in this Addendum are nontransferable without MathWorks' consent and + shall not be conveyed in Licensee's Application license. + + 9.2.3. All copyright and proprietary notices for the Programs that + appear in the original form delivered to Licensee shall be duplicated + and included with Licensee's own copyright notices for the Application, + wherever they appear. + + 9.2.4. Licensee may not remove any copyright, trademark, logo, + proprietary rights, disclaimer or warning notice included on or + embedded in any part of the deployed Application. + + 9.2.5. If Licensee's Application is generated with the MATLAB Compiler, + then Licensee's Application License shall include or incorporate by + reference the terms of the MCR Library License included in a text file + at [MCR Install Directory]\[version_number]\MCR_license.txt located + within the installation for the MCR libraries. + + 9.3. Notwithstanding the termination of the Agreement, all valid + Application licenses shall remain and continue in full force and effect, + and, if the Agreement was not terminated due to: (a) Licensee's failure to + pay the applicable fees to MathWorks, (b) Licensee's violation of the + License restrictions, or (c) violation of MathWorks' proprietary rights in + the Programs; then Licensee may continue to use the Programs to support + Applications that have been placed in use pursuant to an Application + License prior to the effective date of termination. + + +10. DISCLAIMER OF OBLIGATIONS AND LIABILITY. + + 10.1. MathWorks shall have no support or warranty obligations, and + disclaims all liability, for Applications developed or distributed by + Licensee. + + 10.2. Licensee agrees that prior to using, incorporating, or distributing + the Programs in any Application, it will thoroughly test and validate the + Application and the functionality of the Programs in that Application and + be solely responsible for any problems or failures. + + 10.3. Licensee will defend, indemnify, and hold harmless MathWorks and its + Licensors, officers, directors, employees, agents and resellers from and + against any damages, liabilities, costs and expenses (including reasonable + fees of MathWorks' attorneys) arising out of any Third Party claim or + demand based on or arising from, out of or in connection with (i) the + creation, use, or distribution of any Applications by Licensee or any of + its Affiliates or (ii) the use of the Programs by Licensee or any of its + Affiliates. + + 11. GENERAL. Licensee acknowledges and agrees that a breach of the + obligations set forth in this Addendum shall be a material breach of the + Agreement. + + + +03/2014 +PN 20359 + |