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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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PN 20360 | PN 20360 | ||
+ | |||
+ | |||