MATHWORKS LIMITED LICENSE
IMPORTANT NOTICE
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READ THE TERMS AND CONDITIONS OF THIS MATHWORKS LIMITED LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ACCESSING THESE MATERIALS (AS DEFINED BELOW).
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE MATHWORKS, INC. ("MATHWORKS") CONCERNING THE SOFTWARE AND DOCUMENTATION MADE AVAILABLE FOR ACCESS HEREUNDER (COLLECTIVELY, THE "MATERIALS").
BY ACCESSING THESE MATERIALS, YOU ACCEPT THE TERMS OF THIS 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 Materials also complies with such obligations.
1.2. "Documentation" means the user guides, if any, accompanying delivery of the Materials, as may be updated from time to time, as well as any reports or other feedback that MathWorks may, in its sole discretion, provide to Licensee. Documentation may be delivered in printed and/or online forms, and in one or more languages.
1.3. "Licensor" means any person who, or entity which, grants a license to MathWorks to redistribute that person's or entity's intellectual property.
1.4. "Materials" means the computer software delivered and licensed hereunder, including Documentation, enhancements and error corrections.
1.5. "Third Party" means any person or legal entity that is not MathWorks or the Licensee.
2. LICENSE GRANT. MathWorks hereby grants to Licensee, subject to the terms of this Agreement, a nonexclusive, nontransferable, revocable license (the "License") to use the Materials internally or for the purpose of providing to MathWorks engineering feedback on the Materials, as the context may require. In all cases, the Materials are licensed to you solely for use in conjunction with MathWorks products and services.
3. LICENSE RESTRICTIONS. The License is subject to the express restrictions set forth below. Licensee shall not, and shall not permit any Third Party to:
3.1. modify, or create any derivative work of, any part of the licensed Materials
3.2. adapt, translate, copy, or convert all or any part of the Materials in order to create software or other materials, a principal purpose of which is (a) to perform the same or similar functions as the Materials or any other technology or materials licensed by MathWorks, or (b) to replace any component of the Materials or any other technology or materials licensed by MathWorks;
3.3. rent, lease, or loan the Materials; use the Materials for supporting Third Parties' use of the Materials, time share the Materials, or provide service bureau use;
3.4. disassemble, decompile, reverse engineer the Materials or otherwise attempt to gain access to its method of operation or source code (other than files provided for convenience in source code form by MathWorks);
3.5. sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (whether by sale, exchange, lease, gift, or otherwise) to a Third Party the Materials, any copy or portion thereof, or any License or other rights thereto, in whole or in part, without MathWorks' prior written consent;
3.6. alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in copies of the Materials;
3.7. 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' Materials;
3.8. provide access (directly or indirectly) to the Materials via a web or network application other than the licensee's internal network;
3.9. copy, make available for copy, or otherwise reproduce the Materials, in whole or in part, except either (a) as may be required for their installation into computer memory for the purpose of executing the Materials in accordance with this Agreement; or (b) 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; and/or
3.10. republish the Documentation.
4. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS; CONFIDENTIALITY. The Materials 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. The Materials are a commercially valuable product of MathWorks, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and expense. MathWorks claims and reserves all rights and benefits afforded under all relevant laws and regulations. Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Materials, so as to enable Licensee to satisfy its obligations under the terms of this Agreement. The Materials are proprietary information of MathWorks, and are protected by copyright law, trade secret law and other applicable law. Although MathWorks may consider a commercial release of the Materials, it is under no obligation to do so and MathWorks reserves the right to alter features, licensing terms, or other characteristics of any such commercial release.
5. LICENSES FOR THIRD PARTY SOFTWARE. MathWorks has been granted licenses to distribute certain Third Party software. Certain MathWorks Materials require the use of Third Party software products that may require a separate license from such Third Parties to use those Third Party products. Licensee agrees and acknowledges that, to the extent that the Materials contain any Third Party software: (i) such Third Party software is provided on an "as-is", pass-through basis, and as such is provided to Licensee without warranty, indemnification, support or other representation by MathWorks; and (ii) MathWorks bears no liability with respect to such Third Party software.
6. TERM AND TERMINATION. This Agreement shall continue until termination by MathWorks or Licensee as provided below. Either party may terminate this Agreement at any time, for any reason, upon written notice to the other party. Upon termination, Licensee shall promptly return all but archival copies of the Materials in Licensee's possession or control, or promptly provide written certification of their destruction.
7. EXPORT CONTROL. The Materials 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 Materials 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.
8. FEDERAL ACQUISITION. This provision applies to all acquisitions of the Materials and Documentation by, for, or through the federal government if the United States.� By accepting delivery of the Materials or Documentation, the government here
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