MATHWORKS LIMITED LICENSE
IMPORTANT NOTICE
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 of
the United States. By accepting delivery of the Materials or
Documentation, the government hereby agrees th
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