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The MathWorks, Inc.
Software License Agreement
Read the terms and conditions of this Agreement carefully before
installing the Programs. This License Agreement represents the
entire agreement between you (the "Licensee" - either an
individual or an entity) and The MathWorks, Inc. ("MathWorks")
concerning the Programs and the accompanying user Documentation.
By installing the Programs, you accept the terms of the Agreement.
If you are not willing to do so, do not continue with the
installation.
_______________________________________
Licensee may receive a full refund if within thirty (30) days from
the date of delivery (the "Acceptance Period") Licensee does not
accept the terms and conditions of this License and the applicable
Addendum, or if Licensee terminates this License for any reason,
within the Acceptance Period.
LICENSE GRANT. The MathWorks, Inc. ("MathWorks") hereby grants to
Licensee a nonexclusive License to install and use the Programs
and accompanying Documentation as provided herein. The licensed
Programs and Documentation, including Error Corrections and
Enhancements made to the Programs, whether made by MathWorks or
otherwise, are, and shall at all times remain, the property of
MathWorks and/or its Licensors, and Licensee shall have no right,
title, or interest therein, except as expressly set forth in this
Agreement.
LICENSE FOR THIRD PARTY SOFTWARE. MathWorks has been granted
licenses to distribute certain third party software. As a
condition of those licenses, MathWorks is required to distribute
the software subject to specific terms and conditions, which may
be different from or additional to those contained herein for
MathWorks' Programs. Licensee understands and agrees that
acceptance of this Agreement also confirms Licensee's acceptance
of the applicable provisions for use, including the restrictions
on use, of such third party software. The current applicable
provisions may be viewed at
http://www.mathworks.com/thirdpartylicense. Licensee may also
contact MathWorks to obtain the current applicable provisions.
Licensee's breach of the applicable provisions of any third
party's license terms shall also be considered a material breach
of this Agreement.
DEFINITIONS.
Affiliate. A person or 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.
Concurrent Copies. The combined number of users that may
simultaneously operate a Program in a Concurrent License.
Distribution. The distribution on physical media and/or
electronic distribution.
Documentation. The user guides and instructional material, if
any, accompanying delivery of a Program as may be updated from
time to time. Documentation may be delivered in printed and/or
online forms, and in one or more languages.
Enhancement. A change or addition to a Program, other than an
Error Correction, that improves its function, adds new function,
or enhances its performance.
Error Correction. A change to a Program that is in a form that
allows its application to the Program to reestablish material
conformity with the description of the Program's operation in the
related Documentation.
Group Copies. The combined number of installations of a Program
in a Group License.
Internal Operations. The use of a Program by employees of
Licensee or an Affiliate for the purpose of performing services on
behalf of the Licensee or Affiliate, or in the performance of
services for Third Parties who engage Licensee or an Affiliate for
such services. As used herein, "employees" includes student
interns and consultants of Licensee or its Affiliates.
License. MathWorks' grant to Licensee of a nonexclusive right to
install and use a Program in accordance with the License Option
purchased.
Licensed Users. Those users of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's
Internal Operations, to the extent permitted by the License Option
purchased.
Licensee. The individual or entity to whom MathWorks grants the
License. The Licensee is responsible for meeting the contractual
obligations of the License, and ensuring that anyone permitted
access to the Programs also meets such obligations.
License Option. The specific rights, restrictions, and
obligations under which Licensee may use a Program pursuant to
this Agreement, including the applicable Addendum. By accepting a
Program during the Acceptance Period, Licensee also accepts the
applicable rights and agrees to be bound by the applicable
obligations and restrictions of the License Option purchased.
Licensor. The person who, or entity which, grants a license to
MathWorks to redistribute that person's or entity's intellectual
property.
MAT-files. The default data file format for importing and
exporting data to MATLAB. Usually has the filename extension
".mat".
M-file. A file containing a program or function written in the
MATLAB language. Usually has the filename extension ".m".
MDL-file. A file containing Simulink models. Usually has the
filename extension ".mdl".
P-file, P-code. A pre-parsed version of the original M-file code
for execution on MATLAB. Usually has the filename extension ".p".
Program(s). The computer software delivered hereunder.
Third Party. Any person or legal entity which is not an
Affiliate.
TLC-file. A file containing Target Language Compiler instructions
that explicitly control the way code is generated by Real-Time
Workshop.
INSTALLATION AND USE. Specific rights, obligations, and
restrictions apply to each License Option. By accepting the terms
and conditions of the Agreement, Licensee also accepts the License
Option purchased.
LICENSE OPTIONS.
Individual License. The Programs may be installed and
operated on a single designated computer, and Program use
is restricted to a single person at any given time. Remote
access is permitted, however this does not expand the
licensed use beyond a single person at any given time.
Group License. The Programs may be installed and operated
on a designated number of computers (up to the number of
Group Copies purchased). Licensee shall accurately
administer, count, and control the number of copies of
each licensed Program installed.
Concurrent License. The Programs may be installed on a
single network server, and, where appropriate, portions of
the Programs on individual computers to accelerate startup
times, so long as the installations on the individual
computers are controlled by the license manager on a
single network server. Licensee may have as many users
operating a Program at any given time as the number of
Concurrent Copies purchased. Licensees of the Concurrent
License option are prohibited from providing Program access
to users located outside the country in which the license
manager server is installed.
EDUCATIONAL USE RESTRICTIONS.
Academic License. Programs licensed to degree-granting
educational institutions at MathWorks' Academic License
discount are restricted to use in connection with on-campus
computing facilities that are used solely in support of
classroom instruction and research activities of students,
teaching faculty and staff, and research staff. The right
to use the Programs for any other purposes, including
commercial purposes, is expressly prohibited.
Classroom License. Programs licensed to degree-granting
educational institutions at MathWorks' Classroom License
discount are further restricted to use in connection with
on-campus computing facilities that are used solely in
support of classroom instruction of students. The right to
use the Programs for any other purposes, including research
and commercial purposes, or by faculty and staff, is
expressly prohibited.
Student License (Student versions of the Programs or any
Programs licensed at a student discount). Student Licenses
are restricted to use on a student's own computer. Student
Licenses are further restricted to use in connection with
courses offered by degree-granting institutions, either by
students working toward a degree, or by continuing
education students. The right to use the Programs for any
other purposes, including commercial purposes, is expressly
prohibited. Notwithstanding anything to the contrary
contained in this Agreement, Student Licenses are
nontransferable. Maintenance and Support are not provided
with the Student License.
The Programs may be installed on a backup computer (while the
designated computer is disabled) or on a replacement computer.
Replacements include both permanent and temporary use at the same
or different site. For Individual and Group Licenses, temporary
use at a different site may include installation for use at home
by Licensed Users, provided Licensee permits such home use and
Licensee otherwise complies with the terms of this Agreement and
causes its Licensed Users to so comply. Home use is not available
for Concurrent Licenses, except where a Concurrent Copy may be
remotely checked out from Licensee's network server.
Use of the Documentation, whether provided in printed or online
form, is licensed in the same manner as the Programs.
Notwithstanding the foregoing, online Documentation may be made
available on Licensee's intranet, provided it is not accessible
by external sources or made available over the Internet. Licensee
may not otherwise republish the Documentation.
Licensee shall use the Programs and Documentation only for
Internal Operations. Licensee may not sell, license, sublicense,
rent, or make the Programs or Documentation available for use by
any Third Parties.
Licensee shall not provide access to the Programs via a Web
application without procuring specific rights to do so by
licensing the MATLAB Web Server.
Licensee may not remove any copyright, trademark, proprietary
rights, disclaimer or warning notice included on or embedded in
any part of the Programs. All copies of Programs shall contain
all copyright and proprietary notices as in the original.
MathWorks supplies its Programs and Documentation in archival form
on Compact Disc (CD) and by means of electronic distribution via
the Internet. MathWorks provides the Licensee with a personal
license password and/or license file that specifies the Programs
licensed by Licensee. Licensee shall not attempt to access or
use Programs that Licensee is not currently licensed to use.
Furthermore, Licensee shall not disclose the personal license
password and/or license file or allow them to be used except for
installation of the Programs as provided herein.
Licensee shall not decompile, disassemble or otherwise reverse
engineer the Programs. For European Union Licensees, the
following rights apply:
EUROPEAN UNION: Licensee may only decompile, disassemble, or
otherwise reverse engineer the Programs where any such act is
necessary to create an independent program that is
interoperable with the Programs or with another program or to
observe, study, or test the functioning of the Programs solely
in order to understand the ideas and principles that underlie
any element of the Programs ("the Permitted Objective") and
provided that:
(a) this may only be done if the information necessary to
achieve the Permitted Objective has not already been made
available or has not been provided by MathWorks within a
reasonable time of a written request to MathWorks to provide
such information;
(b) the compilation, disassembly, or reverse-engineering is
confined to those parts of the Programs necessary to achieve
the Permitted Objective;
(c) the information gained is not used for anything other than
the Permitted Objective and is not disclosed to any other
person except as may be necessary to achieve the Permitted
Objective; and
(d) the information obtained is not used to create a program
substantially similar in its expression to the Programs
including, but not limited to, expressions of the Programs
in other computer languages, or for any other act restricted
by copyright in the Programs.
Except as expressly provided by this Agreement, including the
attached Addendum, Licensee may not adapt, translate, or convert
"M-files" or "P-code" contained in the Programs in order to
create software, a principal purpose of which is to perform the
same or similar functions as Programs licensed by MathWorks or
which is intended to replace any component of the Programs. The
Licensee may not incorporate or use "M-files", "P-code", source
code, or any other part of the Programs in or as part of another
computer program without the consent of MathWorks. A Licensed
User may modify pieces of MathWorks' code for the Licensed User's
own use. A Licensed User may share such modified code with others
provided each recipient is also a Licensed User for the original
form of the code.
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.
FEDERAL ACQUISITION. This provision applies to all acquisitions
of the Program and Documentation by or for the federal government
of the United States. By accepting delivery of the Program, the
government hereby agrees that this software qualifies as
"commercial" computer software within the meaning of FAR Part
12.212, DFARS Part 227.7202-1, DFARS Part 227.7202-3, DFARS Part
252.227-7013, and DFARS Part 252.227-7014. The terms and
conditions of this Agreement shall pertain to the government's use
and disclosure of the Program and Documentation, and shall
supersede any conflicting contractual terms or conditions. If
this License fails to meet the government's minimum needs or is
inconsistent in any respect with federal procurement law, the
government agrees to return the Program and Documentation,
unused, to MathWorks.
MAINTENANCE AND SUPPORT. During any paid Maintenance and Support
subscription term, if applicable, MathWorks shall: deliver
subsequent releases of the Programs that are not charged for
separately; exert 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 problems. During this same
paid Maintenance and Support subscription term, Licensee shall
also be entitled to receive technical support by telephone, fax or
electronic mail regarding the installation and/or use of the
licensed Programs and their interaction with hardware, operating
environments, and other software products. MathWorks reserves the
option to discontinue, in whole or in part, offering Maintenance
and Support subscriptions for any Program or platform.
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.
For Annual Licenses: LICENSEE UNDERSTANDS AND AGREES THAT
EACH ANNUAL LICENSE WILL TERMINATE AFTER EACH ONE (1) YEAR
PERIOD, UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING THE
THEN-CURRENT ANNUAL LICENSE RENEWAL FEE. MathWorks or its
authorized distributor will notify Licensee in advance of each
renewal term. LICENSEE UNDERSTANDS THAT THE PROGRAMS WILL STOP
OPERATING UNLESS LICENSEE PAYS THE LICENSE RENEWAL FEE AND IS
GIVEN RENEWAL PASSCODES. Maintenance and Support subscriptions
are included in the original License fee and any subsequent
renewal.
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 MAINTENANCE AND SUPPORT OF EACH PERPETUAL LICENSE WILL
TERMINATE UPON EXPIRATION OF THE INITIAL SUBSCRIPTION TERM
INCLUDED WITH THE PURCHASE OF THE LICENSE. Thereafter, the
Maintenance and Support subscription term may be renewed for
any Program, in one year increments, at the then-current price,
so long as MathWorks offers such Maintenance and Support.
MathWorks or its authorized distributor will notify Licensee in
advance of each Maintenance and Support subscription renewal
term.
For Student Licenses: The Student License term extends only
for the duration of Licensee's enrollment in a degree-granting
institution or participation in a continuing education program
of a degree-granting institution.
TERMINATION. MathWorks may terminate this License grant, by
written notice to Licensee if Licensee breaches any material term
of this License, including failure to pay any License fees due,
and Licensee has not cured such breach within sixty (60) days of
written notification. 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, Licensee shall
promptly return all but archival copies of the Programs and
Documentation in Licensee's possession or control, or promptly
provide written certification of their destruction.
EXPORT CONTROL. The Programs may be subject to U.S. export
control laws. 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 and Documentation 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.
TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates
or other proof of tax exempt status, Licensee shall pay all taxes,
duties, or customs, except for taxes based on MathWorks' net
income.
USE OF NAME AND TRADEMARKS. Licensee shall not use the name,
trade names or trademarks of MathWorks or any of its Affiliates 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.
ASSIGNMENT. This License is nontransferable to a Third Party
without MathWorks' consent, which shall not be unreasonably
withheld. This License may be transferred to an Affiliate
provided that MathWorks is notified in writing of the transfer and
the Affiliate accepts these same terms and conditions.
LIMITATION OF LIABILITY. THE PROGRAMS SHOULD NOT BE RELIED ON AS
THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION 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, AS INSTALLED
ON THE DESIGNATED COMPUTER OR DESIGNATED SERVER FOR WHICH USE OF
THE PROGRAM IS LICENSED HEREUNDER; 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.
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, 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 the Program
does not operate as warranted, Licensee's exclusive remedy and
MathWorks' sole liability under this warranty shall be a) the
correction or workaround by MathWorks of major defects within a
reasonable time, or b) should such correction or workaround prove
neither satisfactory nor practical, termination of the relevant
License and refund of the initial License fee paid to MathWorks
for the Programs. All requests for warranty assistance should be
directed to The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA
01760-2098, U.S.A. EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT
(OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR
TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER
CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY WITH REGARD
TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE
EXCLUDED. SOME STATES AND COUNTRIES DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY
NOT APPLY TO LICENSEE. THIS WARRANTY 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.
GENERAL. 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 necessary 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. This Agreement and the applicable Addendum
thereto contains the entire understanding of the parties and may
not be modified or amended except by written instrument, executed
by authorized representatives of MathWorks and Licensee.
092200
Application Deployment Addendum
To The MathWorks, Inc. Software License Agreement
1. Purpose. The MathWorks, Inc. Software License Agreement (the
"Agreement") contains restrictions prohibiting Program
modification, access by or distribution to Third Parties, and Web
access. Licensees of MathWorks' Deployment Programs, Libraries,
and other selected Programs who are using Program source code
and/or automatically generated code external to the licensed
Programs, have rights and obligations in addition to those
contained in the Agreement. This Addendum sets forth those
additional rights and obligations.
Except as provided in this Addendum, if a Licensed User
distributes Derivative Forms of a Program outside of an
Application or within a Standalone Application, each recipient
must also be a Licensed User of the Program. MathWorks or its
Licensors retain all right, title, and interest in the Derivative
Forms of its Programs.
2. Scope. This Addendum does not apply to Licensee's own code.
Licensee may distribute, sublicense, and resell without
restriction, M-files, MDL-files, MEX-files and P-files written by
Licensee, provided they do not include any code obtained from
M-files, MAT-files, P-code, MDL-files, C/C++ files, TLC-files or
other source files supplied as part of the licensed Programs.
3. Noncompetition. Licensee agrees not to use the Programs,
Derivative Forms, or Compiled Forms to distribute its own, or a
Third Party's Application, a principal purpose of which, as solely
determined by MathWorks, is to perform the same or similar
functions as Programs licensed by MathWorks or which is intended
to replace any component of the Programs. Licensee shall not
otherwise use the Programs to compete with the products or
businesses of MathWorks by distributing complete Libraries, or any
form of an entire Program or a substantial portion of a Program.
4. Definitions.
Application. Licensee's software, any part of which was
developed using MathWorks' Programs, including Standalone and
Embedded Applications.
Application license. A license granted by Licensee to its
end-users for the installation and use of Licensee's
Application.
Compiled Forms. The source code output of the MATLAB Compiler,
Real-Time Workshop, Stateflow Coder, Ada Coder, Real-Time
Workshop Embedded Coder, and other code generation Programs, as
well as such source code converted to Object Code or Linked
forms.
Derivative Forms. A form of the Program that is based upon one
or more preexisting forms of the Program, such as a revision,
modification, translation, abridgment, condensation, expansion,
or any other form in which the preexisting Program may be
recast, transformed, or adapted, and that, if prepared without
MathWorks' authorization, would constitute a copyright
infringement or License breach.
Embedded Application. Licensee's Standalone Application
developed for use on an embedded or dedicated processor, DSP,
or computer, intended to perform functions in an environment
independent from the Programs.
Encrypted P-code. A form of P-code that is executable by
MATLAB or the MATLAB Runtime Server. Encrypted P-code is
machine-readable but not human-readable.
Ineligible Programs. Those Programs listed on MathWorks'
current Price List Addendum, which are not eligible for
deployment, compilation, distribution, or Web access.
Linked. The grouping together of multiple software components
into a single product. For example, Libraries are Linked with
Applications.
MATLAB Runtime Code. MATLAB Runtime Server and Encrypted
P-code versions of licensed Programs.
MEX-file. Compiled C, C++, Ada, or Fortran functions that can
be called directly from MATLAB.
Object Code, Binary. The code created by a system compiler
from source code. Also called "machine-readable code".
Relocatable object code. A form of object code that does not
have a specific address mapping, but has been generated for
execution on a specific processor. Relocatable 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.
Source code. Human-readable program code written in a
higher-level language such as C, C++, Java(tm), Ada, MATLAB, or
Fortran, which must be translated or compiled into
machine-readable language before it can be executed by a
computer.
Standalone Application. An Application which does not require
the MATLAB Program to run.
Deployment Programs.
MATLAB Compiler
MATLAB Runtime Server Development Kit
Real-Time Workshop
Real-Time Workshop Embedded Coder
Real-Time Workshop Ada Coder
Stateflow Coder
Real-Time Windows Target
xPC Target
xPC Target Embedded Option
MATLAB Web Server
MATLAB C/C++ Math Library
MATLAB Graphics Library
5. Deployment Programs
Licensees of MathWorks' Deployment Programs may automatically
generate code from M-files and/or Simulink/Stateflow diagrams into
one or more forms such as MEX-files, C, C++, Ada, P-code,
reloc
Software License Agreement
Read the terms and conditions of this Agreement carefully before
installing the Programs. This License Agreement represents the
entire agreement between you (the "Licensee" - either an
individual or an entity) and The MathWorks, Inc. ("MathWorks")
concerning the Programs and the accompanying user Documentation.
By installing the Programs, you accept the terms of the Agreement.
If you are not willing to do so, do not continue with the
installation.
_______________________________________
Licensee may receive a full refund if within thirty (30) days from
the date of delivery (the "Acceptance Period") Licensee does not
accept the terms and conditions of this License and the applicable
Addendum, or if Licensee terminates this License for any reason,
within the Acceptance Period.
LICENSE GRANT. The MathWorks, Inc. ("MathWorks") hereby grants to
Licensee a nonexclusive License to install and use the Programs
and accompanying Documentation as provided herein. The licensed
Programs and Documentation, including Error Corrections and
Enhancements made to the Programs, whether made by MathWorks or
otherwise, are, and shall at all times remain, the property of
MathWorks and/or its Licensors, and Licensee shall have no right,
title, or interest therein, except as expressly set forth in this
Agreement.
LICENSE FOR THIRD PARTY SOFTWARE. MathWorks has been granted
licenses to distribute certain third party software. As a
condition of those licenses, MathWorks is required to distribute
the software subject to specific terms and conditions, which may
be different from or additional to those contained herein for
MathWorks' Programs. Licensee understands and agrees that
acceptance of this Agreement also confirms Licensee's acceptance
of the applicable provisions for use, including the restrictions
on use, of such third party software. The current applicable
provisions may be viewed at
http://www.mathworks.com/thirdpartylicense. Licensee may also
contact MathWorks to obtain the current applicable provisions.
Licensee's breach of the applicable provisions of any third
party's license terms shall also be considered a material breach
of this Agreement.
DEFINITIONS.
Affiliate. A person or 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.
Concurrent Copies. The combined number of users that may
simultaneously operate a Program in a Concurrent License.
Distribution. The distribution on physical media and/or
electronic distribution.
Documentation. The user guides and instructional material, if
any, accompanying delivery of a Program as may be updated from
time to time. Documentation may be delivered in printed and/or
online forms, and in one or more languages.
Enhancement. A change or addition to a Program, other than an
Error Correction, that improves its function, adds new function,
or enhances its performance.
Error Correction. A change to a Program that is in a form that
allows its application to the Program to reestablish material
conformity with the description of the Program's operation in the
related Documentation.
Group Copies. The combined number of installations of a Program
in a Group License.
Internal Operations. The use of a Program by employees of
Licensee or an Affiliate for the purpose of performing services on
behalf of the Licensee or Affiliate, or in the performance of
services for Third Parties who engage Licensee or an Affiliate for
such services. As used herein, "employees" includes student
interns and consultants of Licensee or its Affiliates.
License. MathWorks' grant to Licensee of a nonexclusive right to
install and use a Program in accordance with the License Option
purchased.
Licensed Users. Those users of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's
Internal Operations, to the extent permitted by the License Option
purchased.
Licensee. The individual or entity to whom MathWorks grants the
License. The Licensee is responsible for meeting the contractual
obligations of the License, and ensuring that anyone permitted
access to the Programs also meets such obligations.
License Option. The specific rights, restrictions, and
obligations under which Licensee may use a Program pursuant to
this Agreement, including the applicable Addendum. By accepting a
Program during the Acceptance Period, Licensee also accepts the
applicable rights and agrees to be bound by the applicable
obligations and restrictions of the License Option purchased.
Licensor. The person who, or entity which, grants a license to
MathWorks to redistribute that person's or entity's intellectual
property.
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for execution on MATLAB. Usually has the filename extension ".p".
Program(s). The computer software delivered hereunder.
Third Party. Any person or legal entity which is not an
Affiliate.
TLC-file. A file containing Target Language Compiler instructions
that explicitly control the way code is generated by Real-Time
Workshop.
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licensed use beyond a single person at any given time.
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The Programs may be installed on a backup computer (while the
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Replacements include both permanent and temporary use at the same
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Use of the Documentation, whether provided in printed or online
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Notwithstanding the foregoing, online Documentation may be made
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Furthermore, Licensee shall not disclose the personal license
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Licensee shall not decompile, disassemble or otherwise reverse
engineer the Programs. For European Union Licensees, the
following rights apply:
EUROPEAN UNION: Licensee may only decompile, disassemble, or
otherwise reverse engineer the Programs where any such act is
necessary to create an independent program that is
interoperable with the Programs or with another program or to
observe, study, or test the functioning of the Programs solely
in order to understand the ideas and principles that underlie
any element of the Programs ("the Permitted Objective") and
provided that:
(a) this may only be done if the information necessary to
achieve the Permitted Objective has not already been made
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reasonable time of a written request to MathWorks to provide
such information;
(b) the compilation, disassembly, or reverse-engineering is
confined to those parts of the Programs necessary to achieve
the Permitted Objective;
(c) the information gained is not used for anything other than
the Permitted Objective and is not disclosed to any other
person except as may be necessary to achieve the Permitted
Objective; and
(d) the information obtained is not used to create a program
substantially similar in its expression to the Programs
including, but not limited to, expressions of the Programs
in other computer languages, or for any other act restricted
by copyright in the Programs.
Except as expressly provided by this Agreement, including the
attached Addendum, Licensee may not adapt, translate, or convert
"M-files" or "P-code" contained in the Programs in order to
create software, a principal purpose of which is to perform the
same or similar functions as Programs licensed by MathWorks or
which is intended to replace any component of the Programs. The
Licensee may not incorporate or use "M-files", "P-code", source
code, or any other part of the Programs in or as part of another
computer program without the consent of MathWorks. A Licensed
User may modify pieces of MathWorks' code for the Licensed User's
own use. A Licensed User may share such modified code with others
provided each recipient is also a Licensed User for the original
form of the code.
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.
FEDERAL ACQUISITION. This provision applies to all acquisitions
of the Program and Documentation by or for the federal government
of the United States. By accepting delivery of the Program, the
government hereby agrees that this software qualifies as
"commercial" computer software within the meaning of FAR Part
12.212, DFARS Part 227.7202-1, DFARS Part 227.7202-3, DFARS Part
252.227-7013, and DFARS Part 252.227-7014. The terms and
conditions of this Agreement shall pertain to the government's use
and disclosure of the Program and Documentation, and shall
supersede any conflicting contractual terms or conditions. If
this License fails to meet the government's minimum needs or is
inconsistent in any respect with federal procurement law, the
government agrees to return the Program and Documentation,
unused, to MathWorks.
MAINTENANCE AND SUPPORT. During any paid Maintenance and Support
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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 problems. During this same
paid Maintenance and Support subscription term, Licensee shall
also be entitled to receive technical support by telephone, fax or
electronic mail regarding the installation and/or use of the
licensed Programs and their interaction with hardware, operating
environments, and other software products. MathWorks reserves the
option to discontinue, in whole or in part, offering Maintenance
and Support subscriptions for any Program or platform.
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.
For Annual Licenses: LICENSEE UNDERSTANDS AND AGREES THAT
EACH ANNUAL LICENSE WILL TERMINATE AFTER EACH ONE (1) YEAR
PERIOD, UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING THE
THEN-CURRENT ANNUAL LICENSE RENEWAL FEE. MathWorks or its
authorized distributor will notify Licensee in advance of each
renewal term. LICENSEE UNDERSTANDS THAT THE PROGRAMS WILL STOP
OPERATING UNLESS LICENSEE PAYS THE LICENSE RENEWAL FEE AND IS
GIVEN RENEWAL PASSCODES. Maintenance and Support subscriptions
are included in the original License fee and any subsequent
renewal.
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 MAINTENANCE AND SUPPORT OF EACH PERPETUAL LICENSE WILL
TERMINATE UPON EXPIRATION OF THE INITIAL SUBSCRIPTION TERM
INCLUDED WITH THE PURCHASE OF THE LICENSE. Thereafter, the
Maintenance and Support subscription term may be renewed for
any Program, in one year increments, at the then-current price,
so long as MathWorks offers such Maintenance and Support.
MathWorks or its authorized distributor will notify Licensee in
advance of each Maintenance and Support subscription renewal
term.
For Student Licenses: The Student License term extends only
for the duration of Licensee's enrollment in a degree-granting
institution or participation in a continuing education program
of a degree-granting institution.
TERMINATION. MathWorks may terminate this License grant, by
written notice to Licensee if Licensee breaches any material term
of this License, including failure to pay any License fees due,
and Licensee has not cured such breach within sixty (60) days of
written notification. 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, Licensee shall
promptly return all but archival copies of the Programs and
Documentation in Licensee's possession or control, or promptly
provide written certification of their destruction.
EXPORT CONTROL. The Programs may be subject to U.S. export
control laws. 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 and Documentation 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.
TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates
or other proof of tax exempt status, Licensee shall pay all taxes,
duties, or customs, except for taxes based on MathWorks' net
income.
USE OF NAME AND TRADEMARKS. Licensee shall not use the name,
trade names or trademarks of MathWorks or any of its Affiliates in
any advertising, promotional literature or any other material,
whether in written, electronic, or other form, distributed to any
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solely for purposes of identifying MathWorks' Programs.
ASSIGNMENT. This License is nontransferable to a Third Party
without MathWorks' consent, which shall not be unreasonably
withheld. This License may be transferred to an Affiliate
provided that MathWorks is notified in writing of the transfer and
the Affiliate accepts these same terms and conditions.
LIMITATION OF LIABILITY. THE PROGRAMS SHOULD NOT BE RELIED ON AS
THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION 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, AS INSTALLED
ON THE DESIGNATED COMPUTER OR DESIGNATED SERVER FOR WHICH USE OF
THE PROGRAM IS LICENSED HEREUNDER; 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.
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, 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 the Program
does not operate as warranted, Licensee's exclusive remedy and
MathWorks' sole liability under this warranty shall be a) the
correction or workaround by MathWorks of major defects within a
reasonable time, or b) should such correction or workaround prove
neither satisfactory nor practical, termination of the relevant
License and refund of the initial License fee paid to MathWorks
for the Programs. All requests for warranty assistance should be
directed to The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA
01760-2098, U.S.A. EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT
(OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR
TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER
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TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE
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HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY
NOT APPLY TO LICENSEE. THIS WARRANTY 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.
GENERAL. 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 necessary 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. This Agreement and the applicable Addendum
thereto contains the entire understanding of the parties and may
not be modified or amended except by written instrument, executed
by authorized representatives of MathWorks and Licensee.
092200
Application Deployment Addendum
To The MathWorks, Inc. Software License Agreement
1. Purpose. The MathWorks, Inc. Software License Agreement (the
"Agreement") contains restrictions prohibiting Program
modification, access by or distribution to Third Parties, and Web
access. Licensees of MathWorks' Deployment Programs, Libraries,
and other selected Programs who are using Program source code
and/or automatically generated code external to the licensed
Programs, have rights and obligations in addition to those
contained in the Agreement. This Addendum sets forth those
additional rights and obligations.
Except as provided in this Addendum, if a Licensed User
distributes Derivative Forms of a Program outside of an
Application or within a Standalone Application, each recipient
must also be a Licensed User of the Program. MathWorks or its
Licensors retain all right, title, and interest in the Derivative
Forms of its Programs.
2. Scope. This Addendum does not apply to Licensee's own code.
Licensee may distribute, sublicense, and resell without
restriction, M-files, MDL-files, MEX-files and P-files written by
Licensee, provided they do not include any code obtained from
M-files, MAT-files, P-code, MDL-files, C/C++ files, TLC-files or
other source files supplied as part of the licensed Programs.
3. Noncompetition. Licensee agrees not to use the Programs,
Derivative Forms, or Compiled Forms to distribute its own, or a
Third Party's Application, a principal purpose of which, as solely
determined by MathWorks, is to perform the same or similar
functions as Programs licensed by MathWorks or which is intended
to replace any component of the Programs. Licensee shall not
otherwise use the Programs to compete with the products or
businesses of MathWorks by distributing complete Libraries, or any
form of an entire Program or a substantial portion of a Program.
4. Definitions.
Application. Licensee's software, any part of which was
developed using MathWorks' Programs, including Standalone and
Embedded Applications.
Application license. A license granted by Licensee to its
end-users for the installation and use of Licensee's
Application.
Compiled Forms. The source code output of the MATLAB Compiler,
Real-Time Workshop, Stateflow Coder, Ada Coder, Real-Time
Workshop Embedded Coder, and other code generation Programs, as
well as such source code converted to Object Code or Linked
forms.
Derivative Forms. A form of the Program that is based upon one
or more preexisting forms of the Program, such as a revision,
modification, translation, abridgment, condensation, expansion,
or any other form in which the preexisting Program may be
recast, transformed, or adapted, and that, if prepared without
MathWorks' authorization, would constitute a copyright
infringement or License breach.
Embedded Application. Licensee's Standalone Application
developed for use on an embedded or dedicated processor, DSP,
or computer, intended to perform functions in an environment
independent from the Programs.
Encrypted P-code. A form of P-code that is executable by
MATLAB or the MATLAB Runtime Server. Encrypted P-code is
machine-readable but not human-readable.
Ineligible Programs. Those Programs listed on MathWorks'
current Price List Addendum, which are not eligible for
deployment, compilation, distribution, or Web access.
Linked. The grouping together of multiple software components
into a single product. For example, Libraries are Linked with
Applications.
MATLAB Runtime Code. MATLAB Runtime Server and Encrypted
P-code versions of licensed Programs.
MEX-file. Compiled C, C++, Ada, or Fortran functions that can
be called directly from MATLAB.
Object Code, Binary. The code created by a system compiler
from source code. Also called "machine-readable code".
Relocatable object code. A form of object code that does not
have a specific address mapping, but has been generated for
execution on a specific processor. Relocatable 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.
Source code. Human-readable program code written in a
higher-level language such as C, C++, Java(tm), Ada, MATLAB, or
Fortran, which must be translated or compiled into
machine-readable language before it can be executed by a
computer.
Standalone Application. An Application which does not require
the MATLAB Program to run.
Deployment Programs.
MATLAB Compiler
MATLAB Runtime Server Development Kit
Real-Time Workshop
Real-Time Workshop Embedded Coder
Real-Time Workshop Ada Coder
Stateflow Coder
Real-Time Windows Target
xPC Target
xPC Target Embedded Option
MATLAB Web Server
MATLAB C/C++ Math Library
MATLAB Graphics Library
5. Deployment Programs
Licensees of MathWorks' Deployment Programs may automatically
generate code from M-files and/or Simulink/Stateflow diagrams into
one or more forms such as MEX-files, C, C++, Ada, P-code,
reloc
