Sections 1-4 and 6-8 of this Agreement (“Generally Applicable Terms”) apply to all Services. The subsections of Section 5 of this Agreement apply only to the Service(s) named in the heading of the relevant subsection. In the event of any conflict between Section 5 of this Agreement and the Generally Applicable Terms, Section 5 shall prevail. MathWorks may, in its sole discretion, change this Agreement at any time by making the revised Agreement available to you.
- MathWorks Account
- Your Content
- Access to and Use of Services; Restrictions
- Content and Third Party Services
- MATLAB Answers
- File Exchange
- MATLAB Online
- Online Training Courses
- MATLAB Drive, MATLAB Drive Connector, and MATLAB Drive Online
- MATLAB Mobile
- MATLAB Grader
- Cloud Center
- Claims of Copyright Infringement
- Binding Arbitration and Class Action Waiver
1. MathWorks Account
You will need a MathWorks Account to use the Services. You must provide and maintain, throughout the duration of your open MathWorks Account, current, accurate, and complete information. Some of your information may be displayed through the Services and used by other users of the Services and MathWorks to communicate with you. You are responsible for the activity that occurs under your MathWorks Account, and for keeping your MathWorks Account login information secure. You must notify MathWorks immediately of any breach of security or unauthorized use of your MathWorks Account. You may not use another person's MathWorks Account, attempt to impersonate another user or party, or allow your MathWorks Account to be used by anyone else. You acknowledge that MathWorks may delete your MathWorks Account after a period of inactivity or if you breach this Agreement, and that this may result in loss of access to the Services and Your Content. “Content” is text, software, scripts, code, models, graphics, photos, sounds, music, videos, audiovisual combinations, data, information, form submissions, and all other materials and/or artifacts users of the Services enter, submit, upload, share, connect to, or otherwise make available, store, or contribute to the Services, in any format. “Your Content” is Content from you.
2. Your Content
- You retain your rights in Your Content. MathWorks does not claim ownership of Your Content. MathWorks will use Your Content only for these limited purposes: (i) to enable you to use the Services, (ii) to enable you to share Your Content with others (for example, file sharing, collaboration, and publishing Your Content) as you may choose or as may be inherent in the Service (for example, MATLAB Answers and Discussions), (iii) to store, share, copy, transmit, repackage, and publicly display Your Content, as may be reasonably necessary or appropriate, in order to provide the Services, (iv) to create backups of Your Content (including the retention of server copies of Your Content that has been removed or deleted), (v) to comply with applicable law, (vi) to enforce any part of this Agreement, (vii) to detect, prevent, or resolve any fraud, security, or technical issues, and (viii) in aggregate with other Content, to improve the Services and MathWorks products. The rights you grant to MathWorks in this Section are non-exclusive, worldwide, irrevocable, perpetual, and royalty-free.
- You understand that when you share Your Content using sharing features provided through the Services: (i) Your Content may be accessible from any part of the world, both within and outside the country from which you shared Your Content; (ii) you grant users with whom you share Your Content (all users of the Services and MathWorks, if you share Your Content publicly through the Services) a nonexclusive, worldwide license to use Your Content in accordance with the terms of this Agreement; and (iii) you grant to MathWorks a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, and fully sublicensable license to perform and display Your Content to users with whom you share Your Content (all users of the Services and MathWorks, if you share Your Content publicly through the Services).
- You represent and warrant that you are the owner of, or have all the necessary rights to use, Your Content. You represent that you have the necessary rights to grant the licenses to Your Content as set forth in this Agreement. Your Content must not violate or infringe on any patent, copyright, other intellectual property right, or any other legal right of any party. You understand that you, and not MathWorks, are entirely responsible for Your Content.
- You understand that when you share Your Content through the Services, you do so free of charge.
- Any of Your Content required by MathWorks to be submitted (for example, the title, abstract, description, and requirements for a File Exchange submission) must be complete and accurate.
- Your Content must not (i) be libelous, defamatory, abusive, threatening, harassing, offensive, or otherwise violate any law; (ii) be malicious or destructive in nature, or contain a virus, Trojan horse, worm, malware, or other computer programming routine or engine that is intended to damage or otherwise interfere with any system, data, or information; or (iii) directly compete with products or services offered by MathWorks.
- You agree not to submit, upload, share, otherwise make available, or store any Content through the Services that, as a matter of law, you are not permitted to submit, upload, share, otherwise make available, or store, or not permitted to submit, upload, share, otherwise make available, or store outside of your country.
3. Access to and Use of Services; Restrictions
- As long as you comply with this Agreement, MathWorks grants you a personal, non-exclusive, non-transferable, limited, revocable, and temporary authorization to access and use the Services, as set forth herein and in any MathWorks documentation (in any medium or format) related to the Services, including without limitation the user guides and/or operating instructions, if any, accompanying the Services, as may be updated from time to time, as well as any reports or other feedback that MathWorks may provide to you. Any other use is expressly prohibited by this Agreement. The Services are commercially valuable to MathWorks. The design and development of the Services reflect the efforts of skilled development experts and the investment of considerable time and expense. MathWorks and its licensors reserve all rights not expressly granted in and to the Services, which are protected by copyright and other intellectual property laws.
- You agree not to, and shall not cause or permit any third party to, directly or indirectly:
- copy (except for archival purposes), distribute, transmit, broadcast, display, sell, license, alter, modify, create derivative works from, frame, mirror, republish, or otherwise exploit all or any part of the Services unless explicitly permitted by MathWorks;
- adapt, translate, copy, or convert all or any part of the Services in order to create another service or product, a principal purpose of which is to perform the same or similar functions as any of the Services, or to replace any component of any of the Services, or any other technology, materials, products, or services licensed or provided by MathWorks;
- rent, lease, time share, loan, or otherwise provide or allow access (directly or indirectly) to any of the Services to any third party;
- disassemble or reverse engineer any of the Services, or attempt to gain access to any method of operation or source code contained therein;
- alter, remove, or obscure any copyright, patent, trademark, logo, proprietary and/or other legal notices included with the Services;
- infringe any intellectual property rights in or to the Services, including developing, producing, or testing software containing a feature or functionality that is substantially similar in its expression to the expression contained in MathWorks software products;
- use the Services to sell or market your products or services to others, nor use the communication systems provided by the Services (e.g., comments) for any commercial solicitation purposes, except as may be expressly permitted by MathWorks;
- use the Services to upload, post, email, or otherwise transmit any “spam” or “junk mail”;
- use the Services for any purpose that is unlawful or prohibited by this Agreement, including without limitation any harassment of any other users of the Services;
- submit to (except for the purpose of creating a MathWorks Account or as specifically set forth herein), collect from, or harvest from the Services, any personally identifiable information of any individual, including account names;
- circumvent, disable, or otherwise interfere with any technical and/or other limitations, including security-related features and features that prevent or restrict use or copying of any Content, of the Services, or your or anyone else’s MathWorks Account; and
- use the Services in any manner that could damage, disable, overburden, disrupt, or impair any MathWorks systems, interfere with any other party's systems or use of the Services, engage in any activity that diminishes the Services, their security, and/or MathWorks’ systems and networks; nor attempt to gain unauthorized access to any feature of the Services.
- MathWorks reserves the right to temporarily suspend or permanently terminate your access to any or all Services, or cease providing any or all Services, in whole or in part, in its sole discretion. If you breach this Agreement, your authorization to use the Services automatically terminates. Either party may otherwise terminate this Agreement at any time, for any reason. Upon termination of this Agreement, the Services may no longer be accessible to you, all rights granted hereunder immediately terminate, and you agree to promptly cease all access and use of the Services. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive. MathWorks reserves the right to discontinue or modify any aspect of the Services, including any technical support, if offered, at any time.
- MathWorks has no obligation to monitor, screen, edit, or review the Content. However, MathWorks reserves the right, in its sole discretion, for any reason and at any time, to refuse to post any Content, and to remove any Content from the Services.
4. Content and Third Party Services
- MathWorks does not control the Content posted by users of the Services and does not guarantee the accuracy, integrity, or quality of any Content. Views expressed by users of the Services are not endorsed by MathWorks. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. Under no circumstances will MathWorks be liable in any way for any Content, including but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of any Content. It is your responsibility to evaluate the accuracy and completeness of all Content accessed from the Services.
- Use of the Services may require your acceptance of third party license terms. These third party license terms are accessible at https://www.mathworks.com/content/dam/mathworks/mathworks-dot-com/company/aboutus/policies_statements/online-services-third-party-licenses.pdf or from within the applicable Service, and may be updated by MathWorks from time to time. If the Lesser General Public License applies, you may make modifications of the work identified in Section 6 of the Lesser General Public License for your own use and reverse engineering for debugging such modifications. The materials licensed under such third party license terms are provided on an “as-is”, pass-through basis, and as such are provided to you without warranty, indemnification, support or other representation by MathWorks. MathWorks bears no liability with respect to such materials.
- The Services may link, connect to, display, or publish to third party content, services, websites, or other sources that are not owned or controlled by MathWorks (collectively, “Third Party Services”). MathWorks has no control over, and assumes no responsibility for, the content, privacy policies or practices of any Third Party Services. In the event that you use the Services together with any Third Party Services, you acknowledge and agree that you, and not MathWorks, shall be solely responsible for full compliance with any terms that may apply to your use of such Third Party Services.
- MATLAB Answers. You agree that Your Content that you contribute to this Service will be licensed under the Creative Commons Attribution Share Alike 3.0 license.
- File Exchange.
- You are responsible for the support and maintenance of any of Your Content submitted to File Exchange. Submissions that receive numerous bug reports or are not maintained may be removed from File Exchange.
- Use of software that you download from File Exchange is subject to the terms of any applicable software license agreement for such software. The applicable software license agreement will typically accompany or be provided at the time you download or otherwise access the software.
- If you choose to connect Your Content from a GitHub repository to File Exchange, or maintain an existing connection between Your Content from a GitHub repository to File Exchange, you grant to MathWorks the additional rights to store and repackage such of Your Content for the additional purposes of: providing File Exchange users with file previews and downloads, enabling you to reuse content from your GitHub repository as your File Exchange submission description at your option, and repackaging Your Content into MATLAB package formats for use by File Exchange users at your option. You represent and warrant that with respect to all Your Content you choose to connect from a GitHub repository to File Exchange, you are the owner of or have all necessary rights to grant to MathWorks the additional rights to store and repackage such of Your Content, as described above.
- Your use of ThingSpeak (both paid and free options) is subject to the license option you have acquired. Certain license options restrict you from using these Services to sell or market your products or services to others.
- Your use of these Services is subject to Pricing Terms (available at https://thingspeak.com/prices, which shall be subject to change at any time without notice to you; specifically, the purchase of additional units that are added to an existing license shall be subject to the Pricing Terms as of the date of the purchase of additional units and not as of the date of the initial purchase), and the License Options Specifications and ThingSpeak Licensing FAQ, all as in effect as of the time of your purchase, if applicable, and hereby incorporated by reference into this Agreement.
- MathWorks reserves the right to place limits on the amount of available data storage or computation at any time without notice to you.
- These Services may contain public channels and/or forums, private channels, and/or private shared channels for Your Content. Private channels are intended to be accessible only via your MathWorks Account or via an API key. Private shared channels may be viewable by users that you specify. Public channels may be visible to any user accessing these Services. By submitting Your Content to the public channels and/or forums of these Services, you hereby grant to MathWorks, its affiliates, and all other users of the Services a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, make available to the public, prepare derivative works of, cache, store, display, and perform the Content in connection with these Services and/or MathWorks’ and its affiliates’ business, as permitted through the functionality of these Services, and to allow others to do so.
- These Services are not fault-tolerant and are not designed, manufactured, or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including but not limited to, equipment used to operate nuclear facilities, aircraft or vehicle navigation, communication, or to control or direct life support machines or weapons systems, where the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Uses”). YOU UNDERSTAND THAT THE SERVICES, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR HIGH RISK USES OR AS AN EMERGENCY NOTIFICATION SYSTEM. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES.
- MATLAB Online. Your use of MATLAB Online is subject to this Agreement and the MathWorks software product license that allows you to access this Service.
- Online Training Courses. You may have access to Online Training Courses through MathWorks’ website at matlabacademy.mathworks.com. Your organization may also have a license that provides you with access to Online Training Suite, a collection of Online Training Courses; in such case, your organization or account administrator may access information about your usage of Online Training Suite, including training you have completed and your progress on the training.
- MATLAB Drive, MATLAB Drive Connector, and MATLAB Drive Online
- After certain periods of your inactivity, or of your account being in an overflow state, or as may be described in the documentation, MathWorks may permanently delete files stored using these Services . For purposes of clarity, files you store on your local computer will not be affected. You are responsible for backing up Your Content.
- Use of Your Content that you share using these Services is as set forth in the documentation.
- Cody. MathWorks grants you a personal, non-exclusive, non-transferable, limited authorization to modify Content submitted to Cody (“Cody Submissions”), only as necessary to use Cody. MathWorks, and all submitters of Cody Submissions, also grant a personal, non-exclusive, non-transferable, limited authorization to users of MATLAB Grader to copy and use Cody Submissions for the purpose of using MATLAB Grader.
- MATLAB Mobile
- MathWorks grants you a license to install and use MATLAB Mobile (both paid and free options) on an Apple-branded or Android product that you own or control, but only for the purpose of remotely accessing or using the MathWorks software made available through MATLAB Mobile by MathWorks. MathWorks may periodically perform technical verification of your license to ensure compliance with this Agreement.
- You agree not to cause or permit any third party to, directly or indirectly, remotely access any other hardware or software via MATLAB Mobile, except as expressly permitted in this Agreement;
- By using MATLAB Mobile, you warrant that you have all necessary permissions to use MATLAB Mobile. You also warrant that your use of MATLAB Mobile is compliant with any network or security restrictions or policies applicable to you.
- TERMS APPLICABLE TO USERS OF MATLAB MOBILE ON APPLE-BRANDED DEVICES. Both you and MathWorks acknowledge that this Agreement is concluded between you and MathWorks only, and not with Apple, Inc. and its subsidiaries (“Apple”); and MathWorks, not Apple, is solely responsible for MATLAB Mobile, and the Content thereof. Your license rights may only be exercised on an Apple-branded product that runs the iOS operating system. Your use of these Services must comply with the Usage Rules set forth in Apple’s App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Services. To the maximum extent permitted by applicable law, Apple’s only warranty obligation with respect to MATLAB Mobile is the refund of any purchase price that you paid for MATLAB Mobile; and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will not be Apple’s responsibility. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. MathWorks, not Apple, is responsible for addressing any claims relating to MATLAB Mobile or your use of MATLAB Mobile. MathWorks may be contacted at its primary mailing address, 3 Apple Hill Dr., Natick, MA 01760, by telephone at (508) 647-7000, or by e-mail at firstname.lastname@example.org
- Discussions. You agree that Your Content that you contribute to this Service will be licensed under the Creative Commons Attribution Share Alike 3.0 license.
- MATLAB Grader
- This Agreement governs your use of MATLAB Grader if you directly access this Service through a MathWorks website, or if you are an Instructor User (as defined below) and access MATLAB Grader through your institution’s Learning Management System (“LMS”). This Agreement does not govern your use of MATLAB Grader if your access is granted through a separate license agreement with MathWorks, and/or is delivered through publishers or Massive Open Online Course providers.
- You may use this Service for Academic Use only. “Academic Use” means the non-commercial use of this Service by faculty or academic staff (an "Instructor User") or enrolled students ("Student User") for, in the case of an Instructor User, scoring and analyzing students' programming coursework as described in the documentation; and, in the case of a Student User, meeting classroom requirements of an Instructor User.
- If you are a Student User, you agree that your programming coursework, related submissions, and other data about your MATLAB Grader session(s) will be shared with the Instructor User(s) associated with the MATLAB Grader course(s) you have been invited to, for the purposes of scoring and analyzing your coursework.
- If you are an Instructor User directly accessing this Service through a MathWorks website, your license to use this Service shall expire when you no longer have a MATLAB License with Software Maintenance Service. If you are a Student User directly accessing this Service through a MathWorks website, your license to use this Service shall expire when your Instructor User no longer has a MATLAB License with Software Maintenance Service, or when your participation ceases in the applicable course or study offered by your Instructor User, whichever is earlier.
- If you are an Instructor User accessing this Service through your institution’s LMS, your license to use this Service through your LMS shall expire when your institution no longer has a MATLAB Grader license.
- If you are an Instructor User, your license to use this Service includes a license to use and modify, solely in relation to your MATLAB Grader course(s), problem definitions, assessments, and related images, text, files, and other content provided by MathWorks and delivered through MATLAB Grader (“MATLAB Grader Content”).
- Except for Your Content, you may only use MATLAB Grader Content, and all modifications and derivatives of MATLAB Grader Content, that you access through this Service with MathWorks products and services.
- Cloud Center
- This Section governs your use of “MathWorks Cloud Center Products”, defined as certain MathWorks products, including without limitation MATLAB Parallel Server, on cloud platforms (“Cloud Platforms”) made accessible through the MathWorks Cloud Center (“Cloud Center”). This Section also sets forth the pricing and billing terms and conditions for your use of MATLAB Parallel Server On-Demand, regardless of whether you access MATLAB Parallel Server On-Demand on a public cloud or your company’s internal network.
- You are responsible for managing the extent of your use of MathWorks Cloud Center Products. You will be responsible for payment of all charges accrued through your use of MathWorks Cloud Center Products. If you use cloud services, including without limitation Amazon EC2, to run MathWorks Cloud Center Products, you are responsible for all charges associated with your use of those services. You further agree that your responsibility to pay MathWorks or any public cloud service provider will not be affected by your need for technical support for MathWorks Cloud Center Products.
- If you use or access MATLAB Parallel Server On-Demand, you must provide MathWorks with a valid credit card against which you have the authority to incur charges for MATLAB Parallel Server On-Demand for the period of your use of MATLAB Parallel Server On-Demand. You will automatically be billed monthly for your use of MATLAB Parallel Server On-Demand.
- There are no set-up fees or fixed monthly charges for MATLAB Parallel Server On-Demand. You will incur fees for the time that each on-demand worker is running, from startup to shutdown. Your use of MATLAB Parallel Server On-Demand will be billed in arrears on a monthly basis by an automatic charge to your credit card. For standard MATLAB Parallel Server On-Demand, your bill will be calculated based on the then-current hourly rate for a MATLAB Parallel Server On-Demand worker multiplied by the aggregate number of hours, per license, that such on-demand workers run, rounded up to the next hour. For further details on MATLAB Parallel Server On-Demand pricing rates, please refer to the documentation.
- The Cloud Platforms may be comprised of hardware and services controlled by third party service providers. Your ability to use MATLAB Parallel Server on the Cloud Platforms depends on the availability of such hardware and services, as well as your ongoing authorization to access the Cloud Platforms. MathWorks does not assume any liability and makes no warranty that a Cloud Platform will be operational or available to you. MathWorks also disclaims all warranties as to the security or stability of any Cloud Platforms systems, or the transfers to and from such systems.
- Notwithstanding anything to the contrary contained herein, MathWorks may terminate your access to either the Cloud Center or MATLAB Parallel Server On-Demand at any time and for any reason, upon written notice. MathWorks also reserves the right to terminate your access to online licensing. You may terminate your use of the Cloud Center or MATLAB Parallel Server On-Demand at any time, by providing notice to MathWorks in writing of your desire to terminate your use. Termination of MATLAB Parallel Server On-Demand causes your workers to stop running. You will remain responsible for any MATLAB Parallel Server On-Demand usage balance accrued prior to termination of your MATLAB Parallel Server On-Demand account.
- You affirm that you are either more than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into this Agreement. In any case, you affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, you are not authorized to use the Services unless your parent or guardian has provided MathWorks with advance written consent.
- This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the written consent of MathWorks. You agree that MathWorks may withhold such consent for any reason, in its sole discretion. This Agreement may be transferred or assigned by MathWorks without restriction. In the case of any permitted assignment or transfer, the terms of this Agreement shall be binding upon, and inure to the benefit of, the transferee or assignee.
- The Services, including without limitation any Content provided by MathWorks or MathWorks employees, are provided “as is” and with all faults, without any obligation of technical support by MathWorks. You assume the sole responsibility and risk for your use of the Services and the results obtained therefrom, including all risks associated with any data transfer and storage that may occur as an incident to your use of the Services. Your Content that is uploaded or stored by you using the Services is maintained by MathWorks and/or a third party. Neither MathWorks nor such third party is responsible for any loss, disruption or termination of storage of Your Content. To the fullest extent permitted by law, MathWorks, its officers, directors, employees, agents and affiliates disclaim all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, in connection with the Services and your use thereof. MathWorks makes no warranties or representations about the accuracy or completeness of the Services or any sites linked from the Services, and assumes no liability or responsibility for any (i) errors, mistakes or inaccuracies in the Services; (ii) personal injury or property damage, of any nature whatsoever, resulting from your use of the Services; (iii) any unauthorized access to or use of MathWorks' servers and/or any and all information, including personal information, stored therein; (iv) any interruption or cessation of transmission to or from the Services; and (v) any loss of profits, loss of business, loss of opportunity, loss of data, loss of use of any computer hardware or software, or loss of any other kind incurred as a result of your use of the Services. MathWorks also expressly disclaims any warranties that may be implied from usage of trade, course of dealing, or course of performance. The Services are provided with all faults, and the entire risk of satisfactory quality, performance, and accuracy is with you. The Services 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, and MathWorks and its affiliates explicitly disclaim all liability for such misuse to the fullest extent allowed by law. MathWorks’ and its affiliates’ 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.
- In no event shall MathWorks, its officers, directors, employees, agents, and/or affiliates, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from your use of the Services, whether based on warranty, contract, tort, or any other legal theory, whether foreseeable or otherwise, and whether or not MathWorks is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. In no event shall MathWorks’ or its affiliates’ aggregate liability arising out of or related to this Agreement exceed US one hundred dollars ($100.00 USD). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. You may also have other rights which vary from state to state and country to country.
- You agree to indemnify and hold harmless MathWorks, its officers, directors, employees, agents, and affiliates to the fullest extent allowed by law from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including without limitation attorneys' fees), collectively, “Claims”, arising from or relating to: (i) your use of and access to the Services; (ii) your use of any Third Party Services.; (iii) your breach of this Agreement; (iii) your violation of any other party’s right, including without limitation copyright, property, or privacy right; (iv) any claim that Your Content caused damage to another party; and (v) your violation of any applicable law, rule, or regulation. MathWorks reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by MathWorks in the defense of any Claims. This indemnification obligation shall survive this Agreement and your use of the Services.
- 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.
- 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 Services, including without limitation the software related to the Services, are subject to U.S. export control laws and may be subject to applicable export and import laws and regulations in other jurisdictions. Your Content, and your use, download, import, export or re-export of any Content, must not violate any applicable laws, rules, or regulations, including without limitation any applicable export control laws, rules, and regulations. Notwithstanding any other term of this Agreement or third party agreement, your rights under this Agreement may not be exercised by you 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. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The terms of any limitation on the use, transfer or re-export of the Services, including without limitation the software related to the Services, included in any Destination Control Statement or other document provided by MathWorks for the purpose of export control shall prevail over any term in this Agreement. It is your responsibility to comply with the latest United States or other governmental export and import regulations with respect to all use of the Services.
- This Agreement and the documentation related to the Services contain the entire understanding between you and MathWorks and may not be modified or amended except by MathWorks' posting of a revision as described above. This Agreement supersedes, and its terms govern, all prior proposals, agreements, and/or other communications between the parties, oral or written, regarding the Services.
- Notices to MathWorks under this Agreement shall be sufficient only if in writing and transmitted via personal delivery, delivered by a major commercial delivery service, or by certified or registered mail, return receipt requested, to: The MathWorks, Inc., Attention: Legal Services, 3 Apple Hill Drive, Natick, Massachusetts 01760. Notices to you may be made via posting through the Services or to your MathWorks Account, by e-mail, or by regular mail, at MathWorks' discretion.
7. Claims of Copyright Infringement
- If you believe your work has been copied in a way that constitutes infringement and appears through the Services, please provide the following information in writing to MathWorks' Copyright Agent at the address below (please consult your legal counsel to confirm these requirements:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located through the Services;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
- Upon receiving your notification containing the information listed above, MathWorks shall (1) remove or disable access to the material alleged to be infringing; (2) forward the written notification to the alleged infringer; and (3) take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
- If you have received notice from MathWorks that material you have posted is alleged to be infringing and believe that such material is the wrongful subject of a copyright takedown notice, you may file a counter notification with MathWorks by providing the following information in writing to MathWorks' Copyright Agent at the address below (please consult your legal counsel to confirm these requirements):
- Your electronic or physical signature;
- A description of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside the United States, for any judicial district in which MathWorks may be found, and that you will accept service of process from the person who provided the infringement notification, or an agent of such person.
- Upon receiving a counter notification containing the information listed above, MathWorks shall (1) promptly provide the complaining party with a copy of the counter notification; (2) inform that complaining party that MathWorks will replace the removed material or cease disabling access to it within ten (10) business days; and (3) replace the removed material or cease disabling access to it within ten (10) to fourteen (14) business days following receipt of the counter notification, provided MathWorks' Copyright Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the allegedly infringing material accessible through the Services.
- MathWorks Copyright Agent
The MathWorks, Inc.
3 Apple Hill Drive
Natick, MA 01760
For clarity, only claims of copyright infringement should be sent to the Copyright Agent noted above; other inquiries regarding the Services should be sent via https://www.mathworks.com/support/contact_us.html.
8. Binding Arbitration and Class Action Waiver
- ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that (A) any disputes relating to the enforcement of MathWorks’ intellectual property rights shall proceed in court, and (B) you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Massachusetts law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
- BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND MATHWORKS ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, MATHWORKS AND YOU EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
- Arbitration will be conducted by the American Arbitration Association (“AAA”) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org, except that these terms govern to the extent they conflict with the AAA’s rules. Payment of all filing, administration and arbitrator fees and costs will be governed by AAA’s rules, but if you are unable to pay any of them, MathWorks will pay them for you. In addition, MathWorks will reimburse all such fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, MathWorks will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitrator shall have no power to alter, amend, revoke or suspend any of the provisions of this Agreement. Except to the extent required by law, no party, arbitrator, representative, counsel or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, the expected date of hearing or the award made. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
- Notwithstanding anything to the contrary in this Agreement, if the class action waiver above is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration.
- This Section 8 shall survive expiration, termination or rescission of this Agreement.
Updated May 13, 2020