These licensed programs are being provided to you under the following terms and conditions by The MathWorks, Inc. (hereinafter "MathWorks") a Delaware corporation with its principal place of business at 3 Apple Hill Drive, Natick, MA.
Upon your agreement to these terms, indicated by clicking the acceptance button below, you are hereby granted a temporary and limited license to receive, review, and use the contents ("the Prototype"), which includes certain computer programs, documentation, or other technical or business information in various stages of development (including a beta or other prerelease version) which MathWorks considers to be proprietary or confidential. The Prototype is a commercially valuable, unpublished product of MathWorks, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and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 Prototype is based on substantial trade secrets of MathWorks, and MathWorks claims and reserves all rights and benefits afforded under federal copyright law (and international copyright treaties) in the Prototype as an unpublished work. All right, title, and interest in and to the Prototype is retained by MathWorks and is disclosed to you only in accordance with the terms of this agreement. The limited right conferred by this agreement is nontransferable and is revocable at will by MathWorks. Although MathWorks is considering a commercial release of the Prototype, 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.
- The Prototype is provided to you on a confidential basis and is to be used and handled by you only to the limited extent necessary for your internal review, testing, and evaluation in conjunction with MathWorks. You agree, in good faith, to thoroughly test and evaluate the Prototype, to promptly furnish the results of all such testing and evaluation to MathWorks, to provide sufficient personnel and programming support to complete the testing and evaluation, and to respond to inquiries from MathWorks regarding your use of the Prototype in accordance with the limitations herein.
- You are required to devote your best efforts to prevent any use or disclosure of the Prototype or of any trade secret embodied or reflected in the Prototype, except to the limited extent necessary for the purposes set forth herein. You consequently agree to ensure that all of your personnel or agents afforded access to the Prototype or any trade secret embodied or reflected therein protect such material and trade secrets against any improper use or disclosure. You agree that only backup copies may be made of the Prototype or any portion thereof and that you shall not reverse engineer or decompile the object code of the Prototype into source code. It is understood that the foregoing shall not apply to information that (1) is in the public domain at the time of its disclosure to you (other than as a result of any wrongful action on your part), or (2) is independently developed by you or by persons who have not had access to information disclosed to you pursuant to the terms of this letter.
- This license shall terminate upon the earliest of a) the conclusion of your evaluation of the Prototype, b) commercial release of the Prototype, or c) the written demand of MathWorks. The terms of this agreement regarding the protection and security of the Prototype shall remain in full force and effect for so long as you continue to use, possess, or have access to the Prototype, including any trade secrets embodied or reflected herein.
- THE PROTOTYPE SHALL BE DELIVERED "AS IS". THE PROTOTYPE RELIES ON PRERELEASE, TIME-SENSITIVE, UNSUPPORTED SOFTWARE THAT MAY NOT OPERATE CORRECTLY. MATHWORKS MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROTOTYPE. IN NO EVENT SHALL MATHWORKS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR ANY OTHER LOSS.
- The Prototype contains technology for license management and for the prevention of unlicensed use. When the Prototype is activated, installed or first used, and periodically for license management and product improvement purposes, information about the license, use of the Prototype, and the computer will be transmitted to MathWorks. This data includes the license information, computer identification and location, and may also include MathWorks Account information and the operating system user name. See MathWorks privacy policy.
- MathWorks has been granted licenses to distribute certain third party software. As a condition of those licenses, MathWorks is required to distribute the software to you subject to specific terms and conditions, which may be different from or additional to those contained herein for MathWorks’ components in the Prototype. You understand and agree that acceptance of this Agreement also confirms your acceptance of the applicable third party license provisions.
