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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.
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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 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.
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.