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services:internal:mathworkssoftwareagreement [2015/01/19 14:03]
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 +
 +
 +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 on DVD or made available at mathworks.com/​help,​ 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, or
 +    the MathWorks Hosted License Manager ("​MHLM"​),​ provided with the
 +    Program(s).
 +
 +    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;
 +
 +    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;
 +
 +    5.21. use a License Manager other than the one delivered with the Programs;
 +
 +    5.22.  take any action that requires any portion of the Programs to be made
 +    subject to end-user rights incompatible or inconsistent with the
 +    restrictions set forth in this Agreement; and/or
 +
 +    5.23.  with respect to a complimentary License that is awarded by MathWorks
 +    for student and similar competitions,​ course support, research, fellowship
 +    participation,​ and teaching assistance, contravene any additional
 +    restrictions set forth in the award letter provided to Licensee.
 +
 +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/​thirdpartylicenseagreementsR2014b. ​ 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 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. other (U.S. and non-U.S.) governmental export and import laws and regulations.
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