Hi Mickey,
Thanks for submitting this!
However, for now we only review terms of service of (online) services, not
license agreements for non-free software products which you install on your
own computer.
Cheers,
Michiel.
On Wednesday, September 23, 2015 at 5:46:17 PM UTC+8, Mickey wrote:
>
> 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, memb...
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