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/thirdpartylicenseagreementsR2015b. 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").
Software Maintenance Service may provide access to certain online features and
services made available by MathWorks from time to time. Licensee understands
and agrees that access to such online capabilities shall expire unless Licensee
renews its Software Maintenance Service. 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.
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/cloudcenterandondemandtermsofuse, 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. 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.
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. Individuals under thirteen (13) years of age may be Licensed
Users if their parent or guardian has previously consented to such individual's
use of the Programs. Licensee agrees to collect such consent prior to providing
any such individuals with access to the Products, and to store such consent in
a retrievable way.
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.
3.1.4. Primary and Secondary Schools. Primary and secondary schools located at
a single physical address may authorize their faculty, academic staff, and
students to use the License on teachers' computers, school-owned computers or
student-owned computers, under the Designated Computer Activation Type, for
Academic Internal Operations only. Technical support is available for faculty
and academic staff, but not for students.
3.1.5. Total Academic Headcount. Programs may be installed and used by Licensed
Users both on institution-owned or leased Computers and on personally-owned or
leased Computers. Technical support is available for faculty and academic
staff, but not for students.
3.1.6. Total Student Headcount. Programs may be installed and used by
Licensee's students only on their personally-owned or leased Computers. Student
Licensed Users may not use a Program on more than two (2) Computers
simultaneously. Programs licensed under the Total Student Headcount License
Option may not be used by Licensee's faculty and academic staff. Technical
support is not available.
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, except as set forth in Section 3.3.2 and
3.3.3; (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. 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/cloudcenterandondemandtermsofuse,
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. 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.
3.3.3. Subject to the restrictions in Sections 3.3.1(3), 3.3.1(4) and 3.3.1(5),
if MDCS is acquired by Licensee for the Total Academic Headcount License
Option, the number of simultaneous Program sessions per Licensed User may not
exceed the number of MDCS workers licensed.
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.
4.1.4. Licensed Users of the Total Academic Headcount License Option and Total
Student Headcount License Option may remotely access Programs for which they
are licensed.
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. PARENTAL CONSENT. Individuals under thirteen (13) years of age may be
Licensed Users if their parent or guardian has previously consented to such
individual's use of the Programs. Licensee agrees to collect such consent prior
to providing any such individuals with access to the Programs, and to store
such consent in a retrievable way.
7. TECHNICAL SUPPORT. Technical support for Licensees of Student Licenses and
Home Licenses is limited to installation and activation support.
8. ASSIGNMENT. Neither a Student License nor a Home License is transferable.
9. PRIMARY AND SECONDARY SCHOOL USE. Teachers and students at primary and
secondary education schools may license the Student License. Teachers may also
use the Student 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. MATLAB Runtime. MATLAB 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, MATLAB Compiler SDK, 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 MATLAB Runtime together
with such Applications for the sole purpose of running the Applications.
Licensee is prohibited from making copies of the MATLAB Runtime accessible to
any Third Party separate from or for use other than with a Licensed User's
Application, or provide the MATLAB Runtime for service bureau or similar
service use.
Licensee agrees to employ the same security measures to protect the MATLAB
Runtime 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 MATLAB Runtime when deployed together with such
Applications, regardless of whether the Application and the MATLAB Runtime 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 MATLAB Runtime.
5.3. Simulink Desktop Real-Time. Licensee may not incorporate Simulink Desktop
Real-Time 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 Program allows for the distribution beyond the development PC of API
DLLs as part of the Application and other Applications exported from Simulink
Real-Time Explorer. No further fees shall be due to MathWorks for such
distribution, regardless of whether the API DLLs 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. Programs licensed under the Network Concurrent User, the
Network Named User, and the Standalone Named User Activation Types may be
called by means of a web interface in accordance with the following conditions.
Programs licensed under any other Activation Type may not be called via a web
interface.
For the Network Concurrent User Activation Type. Programs licensed under the
Network Concurrent User Activation Type may be called via a web application,
provided the web application does not provide access to the MATLAB command
line, or any of the licensed Programs with code generation capabilities. In
addition, Licensed Users may not provide access to an entire Program or a
substantial portion of a Program, nor may such application enable evaluation of
end-user code or expressions. 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, provided the web application does
not provide access to the MATLAB command line, or any of the licensed Programs
with code generation capabilities, and such application is only accessed by
designated Network Named User or Standalone Named User licensees of such
Programs. In addition, Licensed Users may not provide access to an entire
Program or a substantial portion of a Program, nor may such application enable
evaluation of end-user code or expression.
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 MATLAB Runtime License included in a text file at [MCR Install
Directory]\[version_number]\MCR_license.txt located within the installation for
the MATLAB Runtime.
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.
09/2015
PN 20362
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