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 with MathWorks products and services.

3. LICENSE RESTRICTIONS. The License is subject to the express restrictions set forth below. Without MathWorks’ express written permission, 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; 

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;

3.10 republish the Documentation; and/or

3.11 create a server for code generation or compilation of the Materials.

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. The Materials are based on substantial trade secrets of MathWorks, and 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 confidential and 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 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 Materials 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 Materials and Documentation, unused, to MathWorks.

9. FOR EUROPEAN UNION LICENSEES ONLY.  Any contractual provisions of this Agreement contrary to laws implemented under Article 6 of Appendix V of the European Union Software Directive or to the exceptions provided for in Article 5(2) and (3) of such Appendix shall be null and void solely to the extent decompiling, disassembling, or otherwise reverse-engineering of the Materials is necessary to enable the Licensee to create an independent program that is interoperable with the Materials or any other permitted objectives specified by such laws implemented under such directive (collectively, the “Permitted Objectives”), provided that any such information gained is used solely for such Permitted Objectives.

10. ASSIGNMENT. Licensee may not assign or otherwise transfer this Agreement and its rights and obligations hereunder, in whole or in part, by operation of law or otherwise, without the written consent of MathWorks.  In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto.  MathWorks may charge Licensee an administrative fee for any permitted assignment.

11. LIMITATION OF LIABILITY. The Materials 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 the Materials are 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 its 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 one hundred dollars ($100.00); 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.

12. DISCLAIMER OF WARRANTIES. The Materials 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 Materials (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.  The Materials 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 Materials 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.  Licensee may also have other rights which vary from state to state and country to country.  Licensee accepts responsibility for its use of the Materials and the results obtained therefrom.

19. 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 Commonwealth of Massachusetts, 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 Commonwealth 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 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.  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. HEADINGS. The inclusion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

22. ENTIRE AGREEMENT.  This Agreement 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.