The agreement
By using our website and comparison technology you are agreeing to these terms and conditions so that we can deliver to you the cover you require where it is available from online providers for UK insurance and financial service providers.
The service
We provide a fully independent and online insurance search engine, designed to save you time and money when it comes to reviewing your insurance. Not only will we endeavour to find you the most competitive quotes but also provide you with all the information required to make an informed choice on which policy best suits your needs.
The company
Gocompare.com Limited is registered in England and Wales, registration number 05799376, registered address 1 Imperial Courtyard, Imperial Park, Newport, NP10 8UL, United Kingdom. Authorised and regulated by the Financial Services Authority, registration number 465053. This can be confirmed at www.fsa.gov.uk/register.
The responsibility
We will provide you with a quotation based on the information you have provided to us. It is essential that all information and answers are true and accurate and that you also disclose all relevant facts. Failure to provide accurate information could lead to your insurance being invalid and you being liable for any third party costs in the event of an accident.
In order to accept a quotation provided by our price comparison technology you will need to link to the underlying insurer website and retrieve your details to accept the policy, or where applicable, contact them by phone. Before accepting a policy it is of the utmost importance that all the information the insurer holds on you is accurate. It is your responsibility to ensure all details are correct. Failure to do so could result in your insurance being invalid. It is also important that you read the insurers terms or conditions as they will differ from ours and are the terms that you will be agreeing to.
The technology used is very sophisticated but not infallible. If the information passed is not correct it is your responsibility to identify the mistake and, as such, we relinquish all liability which by law we can exclude, in respect of all losses you may incur.
If you have any doubt whether further information about you, not requested during the Gocompare.com service is required to be disclosed, or that something may be incorrect, please contact the proposed insurer before you accept the quotation.
Complaints
We set ourselves very high standards and look to provide these high standards in everything we do, but we also know there may be occasions when you feel we have not achieved this. In these rare cases we want you to tell us as this is the only way we'll be able to improve our service. How do you do this? Well, you can write or send an email to us and we will look to resolve the matter as quickly and fairly as possible.
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Email to not-happy@gocompare.com
If the complaint is of a more serious nature, or you're not happy with your reply, then you should write to the Compliance Officer at the above address.
The Compliance Officer is responsible for monitoring the quality of our service and will ensure that your complaint is dealt with correctly. We will acknowledge your complaint within five business days and inform you who is dealing with your complaint. If our investigations take longer that this we will provide a full written response within 4 weeks, or explain the current position of your complaint and provide you with an indication as to when we expect to provide our final response.
If your complaint relates to the insurer or the insurance policy then you will be advised and given full details of how to contact your insurer.
If you have been given a final response and you are still dissatisfied then you are entitled to refer your complaint to the Financial Ombudsman Service (FOS) who can be contacted at:
Financial Ombudsman Service,
183 Marsh Wall
South Quay Plaza
London, E14 9SR
United Kingdom
Any decision made by the Financial Ombudsman Service is only binding on the Insurers and Gocompare.com limited. You may remain free to take legal action in court.
Other important information
Intended use
This site is intended for use of UK residents only and due to this, applications from non-UK residents will, unless otherwise stated, not be accepted. These terms and conditions shall be governed by and interpretted in accordance with the Laws of England and Wales.
Links to other sites
We provide links to third party websites as part of our service. We accept no liability for any statements, information, content, products or services that are published on, or may be accessible from, these third party sites. We can also give no guarantee they are free from viruses or anything else that could be infectious or destructive.
Website content
We have taken every step to ensure the information contained and displayed on our website is accurate and up-to-date. However, we can accept no liability for any errors or omissions. We reserve the right to add, amend or delete content from the site at any time.
Copyright
The copyright in the material contained on the site belongs to Gocompare.com Limited. Any person may copy any part of this material, subject to the following conditions:
* the material may not be used for commercial purposes
* the copies must retain any copyrights or other intellectual property notices contained in the original material
* any images on the site are protected by copyright and may not be reproduced or used in any manner without written permission from the owner
Commercial use
Please note this web site is for non-commercial, personal use only.
Intellectual property
All Intellectual Property Rights pertaining to Gocompare.com Limited are hereby reserved.
Amendments
We reserve the right to amend our terms and conditions at any time. The amended terms will be effective from the date they are posted on our site.
Privacy statement
Data protection
This policy has been developed because we want you to feel confident about the privacy and security of your personal information entered on our site. We follow strict security procedures in the storage and disclosure of your information as required by law. Our security procedures mean that we may ask for proof of your identity before we will disclose information about you, or to you, be this on our site or over the telephone.
In order to provide our service to you we need to collect and process personal information about you and disclose that information to a number of third party service providers. This information is necessary to provide you with the quotations you have requested. All personal information will be held in strictest confidence and used only for the purposes for providing you the service requested with certain caveats as described below.
Information disclosure
Our comparison technology will disclose the information you have entered into the Gocompare.com website to our partner websites for the purpose of providing us with quotations on the requested product. We will also be using your data for our own research and for tracking any purchased policies. By using our site you are giving us permission to use your data in this way.
We will not disclose any of your information to other parties without your permission unless we are legally required to do so by, for example, a court order or for the purposes of prevention of fraud or other crime. By submitting information into our site, you consent to the processing of this data about you by us and the product providers. We may also use the information you supply to us to keep you informed of any new products or remind you when your renewal may be due.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at :
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Unsolicited e-mails
Most sites will send a confirmation email once a quote has been completed on their site, but as we go to a large number of sites with our technology, you could be bombarded by emails from our partners. To prevent this from happening we will not opt-in to marketing communications on any of the underlying sites. By taking this route for you, you should not receive any communication from any of the providers other than those outlined in this Privacy Statement. Although we cannot guarantee this we do have contractual arrangements in place to prevent our partners doing this, so please let us know if you do experience any problems.
Your personal data
Gocompare.com complies with and is registered under the data protection laws in the United Kingdom and takes all reasonable care to prevent any unauthorised access to your personal data. Under the terms of the Data Protection Act 1998. If you require a copy of the information we have concerning you, please write to the Data Protection Officer and enclose a cheque for the administration fee of £10.00 made payable to Gocompare.com. We are entitled to charge you this fee under the Data Protection Act 1998 to cover our administrative costs. We reserve the right to amend or modify this privacy policy statement at any time and in response to changes in applicable data protection and privacy legislation.
How we use your personal data
Your personal information is used for the purpose of getting you an insurance quote. Additionally, Gocompare.com and other carefully selected third parties may use your information to keep you informed by post, telephone, SMS or email about current and new products and services which may be of interest to you. Your information may also be disclosed and used for these purposes after your policy has lapsed.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Removing data
If you would like us to remove any personal information from our records, then please write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Please supply your full name, address and date of birth when contacting us. We will make all reasonable efforts to delete your information from our files if it is deemed appropriate.
Help with choosing
By agreeing to the conditions laid out in this privacy & security statement you agree that your details may be used by the top two competing individual service providers who provided you with the cheapest quotes to contact you with a view to seeing if you are interested in purchasing the quote. They may also highlight any special offers or ways they might be able to help you get an even cheaper price with them. Please note that the companies contacting you are solely based on the cheapest price retrieved not exclusively based on the cover you selected. They are only entitled to contact you on this particular quotation and only for a limited period of time, after which they are obliged to consider your details as 'off limits' i.e. opted-out under the terminology of the Data Protection Act 1998. Some partners may also contact you by telephone if you click through to their website to help you with any queries you may have, regardless of their position in the results.
Monitoring
Monitoring or recording of your calls, emails, text messages and other communications may take place in accordance with UK law, and in particular for business purposes, such as for quality control and training; processing necessary for the entering into or the performance of a contract; to prevent unauthorised use of our telecommunication systems and web sites; to ensure effective systems operation; to meet any legal obligation; in order to prevent or detect crime; and for the purposes of the legitimate interests of the data controller. Please visit the following web sites for further information www.ico.gov.uk/ and www.berr.gov.uk.
Confidentiality
We will endeavour to treat all your personal information as private and confidential. Other than under the terms of this Privacy Statement we will not disclose any of your information to anyone. We would like to bring your attention though to our obligations to disclose information in the following four exceptional cases permitted by law. These are where we are legally compelled to do so; where there is a duty to the public to disclose; where disclosure is required to protect our interest; and where disclosure is made at your request or with your consent.
If relevant, your policy details will be added to the Motor Insurance Database (MID), run by the Motor Insurers Information Centre (MIIC).
This may be consulted by the Police in order to establish who is insured to drive the vehicle.
If you are involved in an accident, (in the UK or abroad), other UK Insurers, the Motor Insurers Bureau and MIIC may search the MID to ascertain relevant policy information. Persons with a valid claim in respect of a road traffic accident (including citizens of other countries) may also obtain certain information which is held on the MID. You can find out more about this at www.miic.org.uk
Should you take the decision to make a complaint about the service we have provided, we may be obliged to forward details about your complaint, including your personal information, to the relevant ombudsman in existence at the time. You can be assured that they are similarly obliged to adhere to the Data Protection Act 1998 and keep your information strictly confidential.
Credit searches
Many insurance and financial services providers operate a credit scoring system and will carry out checks with credit reference and fraud prevention agencies. These checks will include electoral roll and credit information. The insurance checks are registered as general insurance searches and may be viewed by other companies when you apply for credit or insurance. Often the financial services quotes you request will only do a credit check once you have decided on a particular supplier. Every application you submit for a loan or credit card may affect your credit scoring so you may wish to keep applications to a minimum for your credit rating. Again, this is not happening specifically because you are using our service. This may happen regardless of whether you get a quote via the internet or phone for any of these services.
Cookies and IP addresses
A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
Your IP address is a series of numbers which identify a computer on the internet. We use IP addresses to help diagnose possible service interruptions and administer our service and website.
Law
These terms of trading are subject to English law and to the exclusive jurisdiction of the English courts. You acknowledge that by providing data to us, you consent to the processing of your data in accordance with this privacy and security statement.
Security statement
Site security
We use the industry standard secure sockets layer (SSL) 128-bit encryption technology to ensure that all your personal and transactional information is encrypted before transmission. To check that you are in a secure area of our site look at the bottom of your browser and you will see a closed padlock. All this technology and our policies are to safeguard your privacy from unauthorised access/improper use and we will continue to update these measures as new technology becomes available.
Third party site security
We cannot be responsible for the privacy policies and practices of other websites, even if you access them using links from our website and recommend that you check the policy of each site you visit.
Passwords
In order to provide you with maximum protection, we ask you to choose a password to access your data on our site. In many instances, this password will also access the quotes we find for you on the web. Some providers might allocate you a different password, which we will send you information about. Your password is unique to you and helps us to protect your personal information. You must keep this password safe and must not disclose it to anyone. You will need your password to access your personal information and potentially to buy cover through one of the insurance providers. Please contact us if you want to change your password for any reason.
If you forget your password don't panic! Simply click on "forgotten password".
Be aware
Please be aware that communications over the Internet, such as emails/webmails, are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered - this is the nature of the World Wide Web/Internet. We cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.
Saturday, February 23, 2008
Privacy Statement
Data protection
This policy has been developed because we want you to feel confident about the privacy and security of your personal information entered on our site. We follow strict security procedures in the storage and disclosure of your information as required by law. Our security procedures mean that we may ask for proof of your identity before we will disclose information about you, or to you, be this on our site or over the telephone.
In order to provide our service to you we need to collect and process personal information about you and disclose that information to a number of third party service providers. This information is necessary to provide you with the quotations you have requested. All personal information will be held in strictest confidence and used only for the purposes for providing you the service requested with certain caveats as described below.
Information disclosure
Our comparison technology will disclose the information you have entered into the Gocompare.com website to our partner websites for the purpose of providing us with quotations on the requested product. We will also be using your data for our own research and for tracking any purchased policies. By using our site you are giving us permission to use your data in this way.
We will not disclose any of your information to other parties without your permission unless we are legally required to do so by, for example, a court order or for the purposes of prevention of fraud or other crime. By submitting information into our site, you consent to the processing of this data about you by us and the product providers. We may also use the information you supply to us to keep you informed of any new products or remind you when your renewal may be due.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Unsolicited e-mails
Most sites will send a confirmation email once a quote has been completed on their site, but as we go to a large number of sites with our technology, you could be bombarded by emails from our partners. To prevent this from happening we will not opt-in to marketing communications on any of the underlying sites. By taking this route for you, you should not receive any communication from any of the providers other than those outlined in this Privacy Statement. Although we cannot guarantee this we do have contractual arrangements in place to prevent our partners doing this, so please let us know if you do experience any problems.
Your personal data
Gocompare.com complies with and is registered under the data protection laws in the United Kingdom and takes all reasonable care to prevent any unauthorised access to your personal data. Under the terms of the Data Protection Act 1998. If you require a copy of the information we have concerning you, please write to the Data Protection Officer and enclose a cheque for the administration fee of £10.00 made payable to Gocompare.com. We are entitled to charge you this fee under the Data Protection Act 1998 to cover our administrative costs. We reserve the right to amend or modify this privacy policy statement at any time and in response to changes in applicable data protection and privacy legislation.
How we use your personal data
Your personal information is used for the purpose of getting you an insurance quote. Additionally, Gocompare.com and other carefully selected third parties may use your information to keep you informed by post, telephone, SMS or email about current and new products and services which may be of interest to you. Your information may also be disclosed and used for these purposes after your policy has lapsed.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Removing data
If you would like us to remove any personal information from our records, then please write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Please supply your full name, address and date of birth when contacting us. We will make all reasonable efforts to delete your information from our files if it is deemed appropriate.
Help with choosing
By agreeing to the conditions laid out in this privacy & security statement you agree that your details may be used by the top two competing individual service providers who provided you with the cheapest quotes to contact you with a view to seeing if you are interested in purchasing the quote. They may also highlight any special offers or ways they might be able to help you get an even cheaper price with them. Please note that the companies contacting you are solely based on the cheapest price retrieved not exclusively based on the cover you selected. They are only entitled to contact you on this particular quotation and only for a limited period of time, after which they are obliged to consider your details as 'off limits' i.e. opted-out under the terminology of the Data Protection Act 1998. Some partners may also contact you by telephone if you click through to their website to help you with any queries you may have, regardless of their position in the results.
Monitoring
Monitoring or recording of your calls, emails, text messages and other communications may take place in accordance with UK law, and in particular for business purposes, such as for quality control and training; processing necessary for the entering into or the performance of a contract; to prevent unauthorised use of our telecommunication systems and web sites; to ensure effective systems operation; to meet any legal obligation; in order to prevent or detect crime; and for the purposes of the legitimate interests of the data controller. Please visit the following web sites for further information www.ico.gov.uk/ and www.berr.gov.uk.
Confidentiality
We will endeavour to treat all your personal information as private and confidential. Other than under the terms of this Privacy Statement we will not disclose any of your information to anyone. We would like to bring your attention though to our obligations to disclose information in the following four exceptional cases permitted by law. These are where we are legally compelled to do so; where there is a duty to the public to disclose; where disclosure is required to protect our interest; and where disclosure is made at your request or with your consent.
If relevant, your policy details will be added to the Motor Insurance Database (MID), run by the Motor Insurers Information Centre (MIIC).
This may be consulted by the Police in order to establish who is insured to drive the vehicle.
If you are involved in an accident, (in the UK or abroad), other UK Insurers, the Motor Insurers Bureau and MIIC may search the MID to ascertain relevant policy information. Persons with a valid claim in respect of a road traffic accident (including citizens of other countries) may also obtain certain information which is held on the MID. You can find out more about this at www.miic.org.uk
Should you take the decision to make a complaint about the service we have provided, we may be obliged to forward details about your complaint, including your personal information, to the relevant ombudsman in existence at the time. You can be assured that they are similarly obliged to adhere to the Data Protection Act 1998 and keep your information strictly confidential.
Credit searches
Many insurance and financial services providers operate a credit scoring system and will carry out checks with credit reference and fraud prevention agencies. These checks will include electoral roll and credit information. The insurance checks are registered as general insurance searches and may be viewed by other companies when you apply for credit or insurance. Often the financial services quotes you request will only do a credit check once you have decided on a particular supplier. Every application you submit for a loan or credit card may affect your credit scoring so you may wish to keep applications to a minimum for your credit rating. Again, this is not happening specifically because you are using our service. This may happen regardless of whether you get a quote via the internet or phone for any of these services.
Cookies and IP addresses
A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
Your IP address is a series of numbers which identify a computer on the internet. We use IP addresses to help diagnose possible service interruptions and administer our service and website.
Law
These terms of trading are subject to English law and to the exclusive jurisdiction of the English courts. You acknowledge that by providing data to us, you consent to the processing of your data in accordance with this privacy and security statement.
Security statement
Site security
We use the industry standard secure sockets layer (SSL) 128-bit encryption technology to ensure that all your personal and transactional information is encrypted before transmission. To check that you are in a secure area of our site look at the bottom of your browser and you will see a closed padlock. All this technology and our policies are to safeguard your privacy from unauthorised access/improper use and we will continue to update these measures as new technology becomes available.
Third party site security
We cannot be responsible for the privacy policies and practices of other websites, even if you access them using links from our website and recommend that you check the policy of each site you visit.
Passwords
In order to provide you with maximum protection, we ask you to choose a password to access your data on our site. In many instances, this password will also access the quotes we find for you on the web. Some providers might allocate you a different password, which we will send you information about. Your password is unique to you and helps us to protect your personal information. You must keep this password safe and must not disclose it to anyone. You will need your password to access your personal information and potentially to buy cover through one of the insurance providers. Please contact us if you want to change your password for any reason.
If you forget your password don't panic! Simply click on "forgotten password".
Be aware
Please be aware that communications over the Internet, such as emails/webmails, are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered - this is the nature of the World Wide Web/Internet. We cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.
This policy has been developed because we want you to feel confident about the privacy and security of your personal information entered on our site. We follow strict security procedures in the storage and disclosure of your information as required by law. Our security procedures mean that we may ask for proof of your identity before we will disclose information about you, or to you, be this on our site or over the telephone.
In order to provide our service to you we need to collect and process personal information about you and disclose that information to a number of third party service providers. This information is necessary to provide you with the quotations you have requested. All personal information will be held in strictest confidence and used only for the purposes for providing you the service requested with certain caveats as described below.
Information disclosure
Our comparison technology will disclose the information you have entered into the Gocompare.com website to our partner websites for the purpose of providing us with quotations on the requested product. We will also be using your data for our own research and for tracking any purchased policies. By using our site you are giving us permission to use your data in this way.
We will not disclose any of your information to other parties without your permission unless we are legally required to do so by, for example, a court order or for the purposes of prevention of fraud or other crime. By submitting information into our site, you consent to the processing of this data about you by us and the product providers. We may also use the information you supply to us to keep you informed of any new products or remind you when your renewal may be due.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Unsolicited e-mails
Most sites will send a confirmation email once a quote has been completed on their site, but as we go to a large number of sites with our technology, you could be bombarded by emails from our partners. To prevent this from happening we will not opt-in to marketing communications on any of the underlying sites. By taking this route for you, you should not receive any communication from any of the providers other than those outlined in this Privacy Statement. Although we cannot guarantee this we do have contractual arrangements in place to prevent our partners doing this, so please let us know if you do experience any problems.
Your personal data
Gocompare.com complies with and is registered under the data protection laws in the United Kingdom and takes all reasonable care to prevent any unauthorised access to your personal data. Under the terms of the Data Protection Act 1998. If you require a copy of the information we have concerning you, please write to the Data Protection Officer and enclose a cheque for the administration fee of £10.00 made payable to Gocompare.com. We are entitled to charge you this fee under the Data Protection Act 1998 to cover our administrative costs. We reserve the right to amend or modify this privacy policy statement at any time and in response to changes in applicable data protection and privacy legislation.
How we use your personal data
Your personal information is used for the purpose of getting you an insurance quote. Additionally, Gocompare.com and other carefully selected third parties may use your information to keep you informed by post, telephone, SMS or email about current and new products and services which may be of interest to you. Your information may also be disclosed and used for these purposes after your policy has lapsed.
If you are not happy for your data to be used in this way, please click on the unsubscribe me link and you be able to remove your details from out contact list. If you have further queries with regards to your personal data, please feel free to email us on unsubscribe@gocompare.com or write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Removing data
If you would like us to remove any personal information from our records, then please write to us at:
Data Protection Officer
Gocompare.com
Imperial Courtyard
Newport, Gwent, NP10 8UL
United Kingdom
Please supply your full name, address and date of birth when contacting us. We will make all reasonable efforts to delete your information from our files if it is deemed appropriate.
Help with choosing
By agreeing to the conditions laid out in this privacy & security statement you agree that your details may be used by the top two competing individual service providers who provided you with the cheapest quotes to contact you with a view to seeing if you are interested in purchasing the quote. They may also highlight any special offers or ways they might be able to help you get an even cheaper price with them. Please note that the companies contacting you are solely based on the cheapest price retrieved not exclusively based on the cover you selected. They are only entitled to contact you on this particular quotation and only for a limited period of time, after which they are obliged to consider your details as 'off limits' i.e. opted-out under the terminology of the Data Protection Act 1998. Some partners may also contact you by telephone if you click through to their website to help you with any queries you may have, regardless of their position in the results.
Monitoring
Monitoring or recording of your calls, emails, text messages and other communications may take place in accordance with UK law, and in particular for business purposes, such as for quality control and training; processing necessary for the entering into or the performance of a contract; to prevent unauthorised use of our telecommunication systems and web sites; to ensure effective systems operation; to meet any legal obligation; in order to prevent or detect crime; and for the purposes of the legitimate interests of the data controller. Please visit the following web sites for further information www.ico.gov.uk/ and www.berr.gov.uk.
Confidentiality
We will endeavour to treat all your personal information as private and confidential. Other than under the terms of this Privacy Statement we will not disclose any of your information to anyone. We would like to bring your attention though to our obligations to disclose information in the following four exceptional cases permitted by law. These are where we are legally compelled to do so; where there is a duty to the public to disclose; where disclosure is required to protect our interest; and where disclosure is made at your request or with your consent.
If relevant, your policy details will be added to the Motor Insurance Database (MID), run by the Motor Insurers Information Centre (MIIC).
This may be consulted by the Police in order to establish who is insured to drive the vehicle.
If you are involved in an accident, (in the UK or abroad), other UK Insurers, the Motor Insurers Bureau and MIIC may search the MID to ascertain relevant policy information. Persons with a valid claim in respect of a road traffic accident (including citizens of other countries) may also obtain certain information which is held on the MID. You can find out more about this at www.miic.org.uk
Should you take the decision to make a complaint about the service we have provided, we may be obliged to forward details about your complaint, including your personal information, to the relevant ombudsman in existence at the time. You can be assured that they are similarly obliged to adhere to the Data Protection Act 1998 and keep your information strictly confidential.
Credit searches
Many insurance and financial services providers operate a credit scoring system and will carry out checks with credit reference and fraud prevention agencies. These checks will include electoral roll and credit information. The insurance checks are registered as general insurance searches and may be viewed by other companies when you apply for credit or insurance. Often the financial services quotes you request will only do a credit check once you have decided on a particular supplier. Every application you submit for a loan or credit card may affect your credit scoring so you may wish to keep applications to a minimum for your credit rating. Again, this is not happening specifically because you are using our service. This may happen regardless of whether you get a quote via the internet or phone for any of these services.
Cookies and IP addresses
A cookie is a small text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
Your IP address is a series of numbers which identify a computer on the internet. We use IP addresses to help diagnose possible service interruptions and administer our service and website.
Law
These terms of trading are subject to English law and to the exclusive jurisdiction of the English courts. You acknowledge that by providing data to us, you consent to the processing of your data in accordance with this privacy and security statement.
Security statement
Site security
We use the industry standard secure sockets layer (SSL) 128-bit encryption technology to ensure that all your personal and transactional information is encrypted before transmission. To check that you are in a secure area of our site look at the bottom of your browser and you will see a closed padlock. All this technology and our policies are to safeguard your privacy from unauthorised access/improper use and we will continue to update these measures as new technology becomes available.
Third party site security
We cannot be responsible for the privacy policies and practices of other websites, even if you access them using links from our website and recommend that you check the policy of each site you visit.
Passwords
In order to provide you with maximum protection, we ask you to choose a password to access your data on our site. In many instances, this password will also access the quotes we find for you on the web. Some providers might allocate you a different password, which we will send you information about. Your password is unique to you and helps us to protect your personal information. You must keep this password safe and must not disclose it to anyone. You will need your password to access your personal information and potentially to buy cover through one of the insurance providers. Please contact us if you want to change your password for any reason.
If you forget your password don't panic! Simply click on "forgotten password".
Be aware
Please be aware that communications over the Internet, such as emails/webmails, are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered - this is the nature of the World Wide Web/Internet. We cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.
Sunday, February 17, 2008
CACLS command
Displays or modifies access control lists (ACLs) of files
CACLS filename [/T] [/E] [/C] [/G user:perm] [/R user [...]]
[/P user:perm [...]] [/D user [...]]
filename Displays ACLs.
/T Changes ACLs of specified files in
the current directory and all subdirectories.
/E Edit ACL instead of replacing it.
/C Continue on access denied errors.
/G user:perm Grant specified user access rights.
Perm can be: R Read
W Write
C Change (write)
F Full control
/R user Revoke specified user's access rights (only valid with /E).
/P user:perm Replace specified user's access rights.
Perm can be: N None
R Read
W Write
C Change (write)
F Full control
/D user Deny specified user access.
Wildcards can be used to specify more that one file in a command.
You can specify more than one user in a command.
Abbreviations:
CI - Container Inherit.
The ACE will be inherited by directories.
OI - Object Inherit.
The ACE will be inherited by files.
IO - Inherit Only.
The ACE does not apply to the current file/directory.
CACLS filename [/T] [/E] [/C] [/G user:perm] [/R user [...]]
[/P user:perm [...]] [/D user [...]]
filename Displays ACLs.
/T Changes ACLs of specified files in
the current directory and all subdirectories.
/E Edit ACL instead of replacing it.
/C Continue on access denied errors.
/G user:perm Grant specified user access rights.
Perm can be: R Read
W Write
C Change (write)
F Full control
/R user Revoke specified user's access rights (only valid with /E).
/P user:perm Replace specified user's access rights.
Perm can be: N None
R Read
W Write
C Change (write)
F Full control
/D user Deny specified user access.
Wildcards can be used to specify more that one file in a command.
You can specify more than one user in a command.
Abbreviations:
CI - Container Inherit.
The ACE will be inherited by directories.
OI - Object Inherit.
The ACE will be inherited by files.
IO - Inherit Only.
The ACE does not apply to the current file/directory.
Tuesday, February 05, 2008
Last.fm
Your privacy matters
* We have a pretty simple privacy policy. We are reasonably sure this won't piss anyone off.
* The entry of personal data on this site is completely optional and will require you to setup an account with a password. Please choose a password that is not easy for someone else to guess, such as birthday, national identification number and phone number.
* An email address is not required during signup. If you do provide one, we will always provide a clear and easy way for you to opt out receiving specific emails.
* We won't pass your email address on to anyone, not even Lars Ulrich at gunpoint.
* Your pseudonymous listening habit data will be available to other Last.fm users for non-commercial use under a Creative Commons license.
* We reserve the right to sell or license pseudonymous listening data for commercial use, however we will never sell your personal data that can be traced back to a specific user. We may, for example, license our weekly charts for commercial use. This would not compromise any personal information.
Terms and conditions
Terms and conditions
It is your responsibility to read these Terms and Condition before using the Last.fm website ("Website"). By using the Website you signify your consent and agreement to these Terms and Conditions.
Please check these Terms and Conditions periodically for any changes. The continued use of the Website following the posting of changes to these Terms and Conditions will mean that you accept such changes.
1. Ownership
The Website is owned by Last.fm Limited ("Last.fm").The content and service provided on the Website including graphics, code, text products, software, audio, music and design is owned or licensed by Last.fm. Certain third party copyright materials and works are included on the Website including those works or materials belonging to licensors of Last.fm You agree that the tracks, musical works, compositions and other materials ("Last.fm Materials") are protected by international intellectual property law.
2. Use of the Website
You are granted a limited, personal, non-exclusive, revocable, licence to use the Website and to receive, by stream, tracks made available through the Website ("Last.fm Service"). You agree that you may not download, reproduce, modify, display, perform, transfer, distribute or otherwise use the Last.fm Materials, except as provided under these Terms and Conditions, and you agree to take all reasonable steps to prevent the unauthorised use of the Last.fm Materials.
No material from the Website may be modified, copied, reproduced, re-published, uploaded, posted, broadcasted, publicly performed, transmitted, re-transmitted or distributed in any way. Any such use is strictly prohibited and will constitute an infringement of the copyright and other intellectual property rights of Last.fm or in the case of material licensed to Last.fm the owner of such materials. You agree not to delete, change or modify in any way the copyright notices or trade marks contained on the Website.
For the avoidance of doubt you will not obtain any ownership interest in the Last.fm Materials, the Last.fm Service or any other materials contained on the Website, whether through these Terms and Conditions or otherwise. You agree that your use of the Last.fm service is for your own personal use and must not be used for any commercial purpose.
You agree not to place any libellous, defamatory, illegal or offensive material on the Website.
3. Control
Last.fm uses reasonable endeavours to monitor the Website but cannot be held responsible for the accuracy or reliability of any statement, opinion, or advice made on the Website or for any libellous, defamatory, illegal or offensive conduct by any customer. You agree to notify Last.fm of any such conduct which comes to your notice. You agree that Last.fm including any appointed personnel may at any time without notice:
* move or suspend the Website in whole or in part; and
* disclose any material or content contained on the Website if it considers it necessary to enforce these Terms and Conditions.
We do our best to ensure that information on the site is correct but in no circumstance do we accept any liability whatsoever for error or omission.
4. Indemnity
You agree to indemnify, defend and hold harmless Last.fm (including its successors, subsidiaries, agents, affiliates, partners and licensors) against all claims, damages, costs or other expenses which arise directly or indirectly out of or from your unauthorised use of the Website, the Last.fm Materials, the Last.fm Service and any other materials contained on the Website.
5. Termination
Your right to use the Website will be suspended or terminated immediately without notice by Last.fm if in its sole discretion you fail to comply with any term or provision of these Terms and Conditions. On termination you must destroy all materials and associated documentation obtained from the Website and all copies of such materials.
6. Miscellaneous
There will be occasions when the Website will be interrupted whether for maintenance, upgrades and emergency repairs or otherwise and you agree that Last.fm shall not be liable to you or any third party for any modification, suspension or discontinuance of the Website. Last.fm is not responsible for any disruption whatever inherent in the operation of the Internet and World Wide Web including viruses or otherwise.
These Terms and Conditions (as revised from time to time) and associated information contained on the Website contain the full and complete understanding between the parties and supersede all prior arrangements and understandings whether written or oral appertaining to the subject matter of these Terms and Conditions. Last.fm reserves the right to amend and/or vary these Terms and Conditions from time to time in its entire discretion.
These Terms and Conditions and all representations, obligations, undertakings and warranties contained in it shall enure for the benefit of any successor and assignees of Last.fm.
7. Use of Your Personal Data
We take your privacy very seriously and collection and use of personal information is governed by our Privacy Policy. For full details of how we intend to use your personal data, our Privacy Policy in full follows these Terms and conditions.
8. Infringement of Intellectual Property Rights
At Last.fm, we aim to respect the intellectual property rights of others. If you believe that your work has been copied by Last.fm in a way that constitutes infringement of your intellectual property, please provide our copyright agent with the following written information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to enable Last.fm to locate the material; (d)your full name, email address, postal address and a telephone number on which you can be contacted; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the work or right that is allegedly infringed.
Last.fm’s agent for notice of claims of copyright infringement on or regarding the Website can be reached as follows:
By mail:
Attn: Copyright Agent
Last.fm Limited
Karen House
1-11 Baches Street
London N1 6DL
By email:
infringementcomplaint [at] last.fm
If you are unsure about your rights in respect of material, or whether there has been an infringement of your rights, we suggest you take legal advice.
If you have a complaint concerning any video content provided by YouTube on the Website, or if you believe that your work is available on the YouTube player in a way that constitutes copyright infringement, please contact YouTube in accordance with its copyright policy at:
http://www.youtube.com/t/terms
9. Third Party Content and Information
The Website contains content that is provided for your convenience and enjoyment. Third parties provide some of the content on the Website. You should be aware that content on the Website might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the content may be subject to terms and conditions which may be found on the Website or in the documents and policies of third parties. Last.fm makes no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any content on the Website and will not be liable for any lack of the foregoing.
In addition, third party advertisers may offer goods, services and other materials to you on the Website. Your correspondence and business dealings with others found on or through the Website including, without limitation, the payment and delivery of products and services, the delivery of videos, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the relevant advertiser. You agree that Last.fm will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other content on the Website. Under certain circumstances, we may permit third party users to upload content, in which event you may be exposed to offensive, indecent or objectionable content.
Descriptions of, or references to, products, services or publications within the Web Sites do not imply endorsement of that product, service or publication.
10. Governing Law
These Terms and Conditions and any contracts made under them shall be governed and construed in accordance with the laws of England and Wales whose courts shall be the non-exclusive courts of competent jurisdiction.
Privacy policy
Last.fm is fully committed to respecting your privacy and to protecting any information you provide to it. We treat both privacy and security as a priority and make every effort to ensure that all the information provided by you is protected. This Privacy Policy (the "Policy") respects and protects the privacy of all visitors to Last.fm and intends to give you as much information and control as possible.
The Policy explains how Last.fm collects and uses information. We hope that our candour will remove any concerns you may have and will make visiting Last.fm a rewarding experience.
Although we endeavour to keep you up-to-date on all changes made to the website, this Policy may be amended from time to time without notice to you. It is your responsibility to read the Policy carefully and review any changes that may have been made.
What information does Last.fm collect and how does Last.fm use this information?
1. Personal Information
In order to listen to Last.fm you will need to create a profile. When creating the profile you will be asked to provide an email address and create a username and password. If you choose to purchase music or other goods or service by clicking on a third party link (i.e. Amazon) provided on the website, we will not collect any personal information related to the transaction (i.e. credit card number, address, etc.). The only information that we will collect with respect to such third party links is (a) the number of generic Last.fm users who utilised such links and (b) the number of purchases made by these generic users.
2. Record Collection
From the moment you create your profile and begin listening to music on Last.fm, our Profile Navigation software will begin to create and maintain your record collection. This is accomplished by monitoring your activity on the website (i.e. which songs you listen to, which songs you skip, and the degree of difference or similarity you request when you choose to skip a particular song). In addition, your record collection will be affected by other actions you take on the website, such as sending a song recommendation to another user or manually selecting certain songs, albums or artists to be included in your record collection. All of the information that is generated by your activity on the website is fed back into Profile Navigation in order to fine tune your profile so that Last.fm can play more of what you like and less of what you don't like.
Last.fm does not process any personally identifiable information related to your record collection and/or profile in any manner other than as described in the preceding paragraph. We do not, for example, provide third parties with your name, location (if we know it), the contents of your record collection and a historical record of your song skipping activity. However, please note that your record collection (including your skipping history) may be viewed by all other users of Last.fm (who may include other organisations or representatives of other organisations who have registered as Last.fm users) and that they may easily associate this information with your Last.fm username. Please see the Statistical Information section below to learn more on this subject and to learn how we log and use information related to your record collection and/or profile in the aggregate.
3. Location-based Information
We keep track of the domains from which people visit Last.fm, but we cannot see a user's zip code, post code, city or country unless the user chooses to explicitly provide this information to us.
4. Browser Information
We collect data regarding the anonymous users of Last.fm, including: a. The Internet Protocol (IP) address of the user's computer. This may or may not be associated with a particular Internet Service Provider (ISP). b. The referring URL, if any. c. The browser software identification (i.e. the brand and version of your browser software).
5. Statistical Information
As discussed above, we log (but do not use) personally identifiable information with respect to the listening, skipping and music-sharing activities of users whilst they are on Last.fm. For example, it is possible for us to know which records you listen to, which you skip, which you recommend to other users and which you add to your record collection. We do not use this information in any manner in conjunction with your personal information (i.e. although we here at Last.fm can connect your username to your email address, we don't use a personally identifiable activity log in any manner whatsoever and no third parties are given access to it). Please note, however, the fact that information related to your listening, skipping and music-sharing activities may be viewed by all other users (who may include other organisations or representatives of other organisations who have registered as Last.fm users) in conjunction with your Last.fm username. Thus, with respect to other users, we don't view this information as personally identifiable because of the veil of anonymity afforded by your username. If you take any action which destroys the anonymity of your username, we cannot be held responsible for the fact that others may as a result be able to personally identify you with your username (and therefore with your record collection and Last.fm profile). If you realise that you have taken action which has destroyed or may destroy the anonymity of your username, please notify us and we will issue you either a new username and/or password.
Please note that we do log and use statistical information in the aggregate. For example, we know the number of users who skip a particular song. From this information we are able to compile statistics in the form of percentages of all users (i.e. 29% of our users skipped song XYZ). We can of course compare the skipping statistics of one song to those of another song. We are also able to perform more sophisticated statistical operations based on the information collected. For example, we can know the raw number (and associated percentages) of users who listen to one particular song that also listen to other particular songs. From this information we are able to determine which songs are "neighbours" in terms of overall listener taste and we can see which genres of music tend to be neighbours. As a service, we may supply certain aggregate statistical information to record labels and artists that allow us to stream their music on Last.fm in order to help them understand the likes and dislikes of music listeners.
6. Message Boards / Chat / Communications With Other Users
We currently offer message board functionality and in the future we may offer other interactive features such as instant messaging and chat. Please note that all personal information you display or communicate using such functionality becomes public information and we are not responsible for any information you choose to make public. We may monitor such traffic via electronic software or otherwise in order to check for obscenity, defamation or abusive language, which we reserve the right to remove at any time. In addition, if you choose to personally communicate or meet with any other Last.fm user by exchanging postal/email addresses, telephone numbers or otherwise via the interactive functionality of Last.fm, you do so at your own risk. Last.fm cannot be held responsible for any consequences which flow from your decision to communicate or interact with other Last.fm users in places or under circumstances which we do not control. We advise you to use extreme caution whenever you socialise or interact with people whom you have met via the internet.
7. Software Updates
In order to ensure that Last.fm is functioning at its best, from time to time we may ask you to upgrade to a newer version of our software. In addition, we may find it necessary to send you automatic fixes or support files. If we make a modification that materially affects your privacy, we will endeavour to notify you of such modification and we will update the Policy accordingly.
8. Links
We may display links to third party sites, however we cannot control and cannot be held responsible for those other sites, their privacy policies or how they treat information about their users. We advise you to check their privacy policies to find out how they are treating your personal information.
9. Data Protection
Last.fm complies with the Data Protection Act 1998, including all UK amending legislation and EU directives. Pursuant to the Act, you have the right to be informed of and to have access to all of the personally identifiable information we hold about you.
10. Last.fm Software
If you choose to download the Last.fm software, it will monitor all the music you listen to on your computer (even if you are not online). It will then send this information to Last.fmvia Audioscrobbler. This information will then be integrated into Last.fm to enhance the depth of your record collection and the accuracy of your profile. The Last.fmsoftware cannot and will not collect and transfer any other information from your computer other than as described above. For the avoidance of doubt, however, please be advised that Last.fmLtd. cannot be held liable for any damage which may occur to your computer as a result of downloading the Last.fmsoftware, nor shall it be liable for any invasion of privacy related to the same.
11. Does Last.fm use cookies?
We use cookies to help you use Last.fm but do not use cookies to capture personally identifiable information. Currently, we only use “session” cookies, which means that they only last for as long as you are online. We use these cookies to identify you as a valid user, to ensure that no one else can simultaneously log in and use your profile and to help personalise your Last.fm experience in conjunction with your profile. In the future we may decide to employ "persistent" cookies which stay on your computer after you have gone offline. In the event that we introduce “persistent” cookies we will update this Policy accordingly so that you are made aware of such a change.
Most browsers have cookies turned on as a default, but you can always disable cookies via your browser preferences. If you choose to disable cookies, however, you won't be able enjoy a significant proportion of Last.fm's functionality. Please remember that cookies cannot read your hard drive or give any information collected to any third party. A cookie can only be read by the organisation that sets it.
12. Security
Last.fm endeavours to protect the security of your information as much as we endeavour to protect our own information and network. We employ firewalls and store all of our files and information on secure terminals. In addition, all user passwords are protected by encryption technology.
13. Last.fm Policy for Young People
We realise and understand that many young people love music and will therefore visit Last.fm, however we encourage all persons under 12 to consult with their parents before submitting any information to Last.fm and indeed any other website. Having said this, we believe that ultimately it is the responsibility of parents to supervise children when online and we therefore recommend that parental control tools be put in place.
14. Disclaimer
We believe in privacy and therefore will take all reasonable measures to ensure that your personally identifiable information remains private. However, in the event that we are forced to disclose personally identifiable information by law (i.e. by court order), we will make such a disclosure without being in violation of this Policy.
15. Business Transitions
If Last.fm is acquired by another company or sells a portion of its assets to another company, it is likely that user information will be a part of the assets transferred. If as a result of such a business transition information is to be collected, used or disclosed in a manner or for a purpose different from that stated above, Last.fm will endeavour to notify all users of such changes.
16. Consent
By disclosing any information to Last.fm through the website you consent to the collection, storage and use of such information by Last.fm as set out in this Policy and the Terms and Conditions. If Last.fm makes any changes to this Policy these changes will be detailed on this page in order to ensure that you are fully aware of what information is collected, how it is used and under what circumstances it will be disclosed. If you are concerned about how your information is collected, used or disclosed, you should periodically check back at this page. If you have any specific concerns not addressed in the Policy, please contact us using the feedback page on the website.
* We have a pretty simple privacy policy. We are reasonably sure this won't piss anyone off.
* The entry of personal data on this site is completely optional and will require you to setup an account with a password. Please choose a password that is not easy for someone else to guess, such as birthday, national identification number and phone number.
* An email address is not required during signup. If you do provide one, we will always provide a clear and easy way for you to opt out receiving specific emails.
* We won't pass your email address on to anyone, not even Lars Ulrich at gunpoint.
* Your pseudonymous listening habit data will be available to other Last.fm users for non-commercial use under a Creative Commons license.
* We reserve the right to sell or license pseudonymous listening data for commercial use, however we will never sell your personal data that can be traced back to a specific user. We may, for example, license our weekly charts for commercial use. This would not compromise any personal information.
Terms and conditions
Terms and conditions
It is your responsibility to read these Terms and Condition before using the Last.fm website ("Website"). By using the Website you signify your consent and agreement to these Terms and Conditions.
Please check these Terms and Conditions periodically for any changes. The continued use of the Website following the posting of changes to these Terms and Conditions will mean that you accept such changes.
1. Ownership
The Website is owned by Last.fm Limited ("Last.fm").The content and service provided on the Website including graphics, code, text products, software, audio, music and design is owned or licensed by Last.fm. Certain third party copyright materials and works are included on the Website including those works or materials belonging to licensors of Last.fm You agree that the tracks, musical works, compositions and other materials ("Last.fm Materials") are protected by international intellectual property law.
2. Use of the Website
You are granted a limited, personal, non-exclusive, revocable, licence to use the Website and to receive, by stream, tracks made available through the Website ("Last.fm Service"). You agree that you may not download, reproduce, modify, display, perform, transfer, distribute or otherwise use the Last.fm Materials, except as provided under these Terms and Conditions, and you agree to take all reasonable steps to prevent the unauthorised use of the Last.fm Materials.
No material from the Website may be modified, copied, reproduced, re-published, uploaded, posted, broadcasted, publicly performed, transmitted, re-transmitted or distributed in any way. Any such use is strictly prohibited and will constitute an infringement of the copyright and other intellectual property rights of Last.fm or in the case of material licensed to Last.fm the owner of such materials. You agree not to delete, change or modify in any way the copyright notices or trade marks contained on the Website.
For the avoidance of doubt you will not obtain any ownership interest in the Last.fm Materials, the Last.fm Service or any other materials contained on the Website, whether through these Terms and Conditions or otherwise. You agree that your use of the Last.fm service is for your own personal use and must not be used for any commercial purpose.
You agree not to place any libellous, defamatory, illegal or offensive material on the Website.
3. Control
Last.fm uses reasonable endeavours to monitor the Website but cannot be held responsible for the accuracy or reliability of any statement, opinion, or advice made on the Website or for any libellous, defamatory, illegal or offensive conduct by any customer. You agree to notify Last.fm of any such conduct which comes to your notice. You agree that Last.fm including any appointed personnel may at any time without notice:
* move or suspend the Website in whole or in part; and
* disclose any material or content contained on the Website if it considers it necessary to enforce these Terms and Conditions.
We do our best to ensure that information on the site is correct but in no circumstance do we accept any liability whatsoever for error or omission.
4. Indemnity
You agree to indemnify, defend and hold harmless Last.fm (including its successors, subsidiaries, agents, affiliates, partners and licensors) against all claims, damages, costs or other expenses which arise directly or indirectly out of or from your unauthorised use of the Website, the Last.fm Materials, the Last.fm Service and any other materials contained on the Website.
5. Termination
Your right to use the Website will be suspended or terminated immediately without notice by Last.fm if in its sole discretion you fail to comply with any term or provision of these Terms and Conditions. On termination you must destroy all materials and associated documentation obtained from the Website and all copies of such materials.
6. Miscellaneous
There will be occasions when the Website will be interrupted whether for maintenance, upgrades and emergency repairs or otherwise and you agree that Last.fm shall not be liable to you or any third party for any modification, suspension or discontinuance of the Website. Last.fm is not responsible for any disruption whatever inherent in the operation of the Internet and World Wide Web including viruses or otherwise.
These Terms and Conditions (as revised from time to time) and associated information contained on the Website contain the full and complete understanding between the parties and supersede all prior arrangements and understandings whether written or oral appertaining to the subject matter of these Terms and Conditions. Last.fm reserves the right to amend and/or vary these Terms and Conditions from time to time in its entire discretion.
These Terms and Conditions and all representations, obligations, undertakings and warranties contained in it shall enure for the benefit of any successor and assignees of Last.fm.
7. Use of Your Personal Data
We take your privacy very seriously and collection and use of personal information is governed by our Privacy Policy. For full details of how we intend to use your personal data, our Privacy Policy in full follows these Terms and conditions.
8. Infringement of Intellectual Property Rights
At Last.fm, we aim to respect the intellectual property rights of others. If you believe that your work has been copied by Last.fm in a way that constitutes infringement of your intellectual property, please provide our copyright agent with the following written information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to enable Last.fm to locate the material; (d)your full name, email address, postal address and a telephone number on which you can be contacted; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the work or right that is allegedly infringed.
Last.fm’s agent for notice of claims of copyright infringement on or regarding the Website can be reached as follows:
By mail:
Attn: Copyright Agent
Last.fm Limited
Karen House
1-11 Baches Street
London N1 6DL
By email:
infringementcomplaint [at] last.fm
If you are unsure about your rights in respect of material, or whether there has been an infringement of your rights, we suggest you take legal advice.
If you have a complaint concerning any video content provided by YouTube on the Website, or if you believe that your work is available on the YouTube player in a way that constitutes copyright infringement, please contact YouTube in accordance with its copyright policy at:
http://www.youtube.com/t/terms
9. Third Party Content and Information
The Website contains content that is provided for your convenience and enjoyment. Third parties provide some of the content on the Website. You should be aware that content on the Website might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the content may be subject to terms and conditions which may be found on the Website or in the documents and policies of third parties. Last.fm makes no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any content on the Website and will not be liable for any lack of the foregoing.
In addition, third party advertisers may offer goods, services and other materials to you on the Website. Your correspondence and business dealings with others found on or through the Website including, without limitation, the payment and delivery of products and services, the delivery of videos, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the relevant advertiser. You agree that Last.fm will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other content on the Website. Under certain circumstances, we may permit third party users to upload content, in which event you may be exposed to offensive, indecent or objectionable content.
Descriptions of, or references to, products, services or publications within the Web Sites do not imply endorsement of that product, service or publication.
10. Governing Law
These Terms and Conditions and any contracts made under them shall be governed and construed in accordance with the laws of England and Wales whose courts shall be the non-exclusive courts of competent jurisdiction.
Privacy policy
Last.fm is fully committed to respecting your privacy and to protecting any information you provide to it. We treat both privacy and security as a priority and make every effort to ensure that all the information provided by you is protected. This Privacy Policy (the "Policy") respects and protects the privacy of all visitors to Last.fm and intends to give you as much information and control as possible.
The Policy explains how Last.fm collects and uses information. We hope that our candour will remove any concerns you may have and will make visiting Last.fm a rewarding experience.
Although we endeavour to keep you up-to-date on all changes made to the website, this Policy may be amended from time to time without notice to you. It is your responsibility to read the Policy carefully and review any changes that may have been made.
What information does Last.fm collect and how does Last.fm use this information?
1. Personal Information
In order to listen to Last.fm you will need to create a profile. When creating the profile you will be asked to provide an email address and create a username and password. If you choose to purchase music or other goods or service by clicking on a third party link (i.e. Amazon) provided on the website, we will not collect any personal information related to the transaction (i.e. credit card number, address, etc.). The only information that we will collect with respect to such third party links is (a) the number of generic Last.fm users who utilised such links and (b) the number of purchases made by these generic users.
2. Record Collection
From the moment you create your profile and begin listening to music on Last.fm, our Profile Navigation software will begin to create and maintain your record collection. This is accomplished by monitoring your activity on the website (i.e. which songs you listen to, which songs you skip, and the degree of difference or similarity you request when you choose to skip a particular song). In addition, your record collection will be affected by other actions you take on the website, such as sending a song recommendation to another user or manually selecting certain songs, albums or artists to be included in your record collection. All of the information that is generated by your activity on the website is fed back into Profile Navigation in order to fine tune your profile so that Last.fm can play more of what you like and less of what you don't like.
Last.fm does not process any personally identifiable information related to your record collection and/or profile in any manner other than as described in the preceding paragraph. We do not, for example, provide third parties with your name, location (if we know it), the contents of your record collection and a historical record of your song skipping activity. However, please note that your record collection (including your skipping history) may be viewed by all other users of Last.fm (who may include other organisations or representatives of other organisations who have registered as Last.fm users) and that they may easily associate this information with your Last.fm username. Please see the Statistical Information section below to learn more on this subject and to learn how we log and use information related to your record collection and/or profile in the aggregate.
3. Location-based Information
We keep track of the domains from which people visit Last.fm, but we cannot see a user's zip code, post code, city or country unless the user chooses to explicitly provide this information to us.
4. Browser Information
We collect data regarding the anonymous users of Last.fm, including: a. The Internet Protocol (IP) address of the user's computer. This may or may not be associated with a particular Internet Service Provider (ISP). b. The referring URL, if any. c. The browser software identification (i.e. the brand and version of your browser software).
5. Statistical Information
As discussed above, we log (but do not use) personally identifiable information with respect to the listening, skipping and music-sharing activities of users whilst they are on Last.fm. For example, it is possible for us to know which records you listen to, which you skip, which you recommend to other users and which you add to your record collection. We do not use this information in any manner in conjunction with your personal information (i.e. although we here at Last.fm can connect your username to your email address, we don't use a personally identifiable activity log in any manner whatsoever and no third parties are given access to it). Please note, however, the fact that information related to your listening, skipping and music-sharing activities may be viewed by all other users (who may include other organisations or representatives of other organisations who have registered as Last.fm users) in conjunction with your Last.fm username. Thus, with respect to other users, we don't view this information as personally identifiable because of the veil of anonymity afforded by your username. If you take any action which destroys the anonymity of your username, we cannot be held responsible for the fact that others may as a result be able to personally identify you with your username (and therefore with your record collection and Last.fm profile). If you realise that you have taken action which has destroyed or may destroy the anonymity of your username, please notify us and we will issue you either a new username and/or password.
Please note that we do log and use statistical information in the aggregate. For example, we know the number of users who skip a particular song. From this information we are able to compile statistics in the form of percentages of all users (i.e. 29% of our users skipped song XYZ). We can of course compare the skipping statistics of one song to those of another song. We are also able to perform more sophisticated statistical operations based on the information collected. For example, we can know the raw number (and associated percentages) of users who listen to one particular song that also listen to other particular songs. From this information we are able to determine which songs are "neighbours" in terms of overall listener taste and we can see which genres of music tend to be neighbours. As a service, we may supply certain aggregate statistical information to record labels and artists that allow us to stream their music on Last.fm in order to help them understand the likes and dislikes of music listeners.
6. Message Boards / Chat / Communications With Other Users
We currently offer message board functionality and in the future we may offer other interactive features such as instant messaging and chat. Please note that all personal information you display or communicate using such functionality becomes public information and we are not responsible for any information you choose to make public. We may monitor such traffic via electronic software or otherwise in order to check for obscenity, defamation or abusive language, which we reserve the right to remove at any time. In addition, if you choose to personally communicate or meet with any other Last.fm user by exchanging postal/email addresses, telephone numbers or otherwise via the interactive functionality of Last.fm, you do so at your own risk. Last.fm cannot be held responsible for any consequences which flow from your decision to communicate or interact with other Last.fm users in places or under circumstances which we do not control. We advise you to use extreme caution whenever you socialise or interact with people whom you have met via the internet.
7. Software Updates
In order to ensure that Last.fm is functioning at its best, from time to time we may ask you to upgrade to a newer version of our software. In addition, we may find it necessary to send you automatic fixes or support files. If we make a modification that materially affects your privacy, we will endeavour to notify you of such modification and we will update the Policy accordingly.
8. Links
We may display links to third party sites, however we cannot control and cannot be held responsible for those other sites, their privacy policies or how they treat information about their users. We advise you to check their privacy policies to find out how they are treating your personal information.
9. Data Protection
Last.fm complies with the Data Protection Act 1998, including all UK amending legislation and EU directives. Pursuant to the Act, you have the right to be informed of and to have access to all of the personally identifiable information we hold about you.
10. Last.fm Software
If you choose to download the Last.fm software, it will monitor all the music you listen to on your computer (even if you are not online). It will then send this information to Last.fmvia Audioscrobbler. This information will then be integrated into Last.fm to enhance the depth of your record collection and the accuracy of your profile. The Last.fmsoftware cannot and will not collect and transfer any other information from your computer other than as described above. For the avoidance of doubt, however, please be advised that Last.fmLtd. cannot be held liable for any damage which may occur to your computer as a result of downloading the Last.fmsoftware, nor shall it be liable for any invasion of privacy related to the same.
11. Does Last.fm use cookies?
We use cookies to help you use Last.fm but do not use cookies to capture personally identifiable information. Currently, we only use “session” cookies, which means that they only last for as long as you are online. We use these cookies to identify you as a valid user, to ensure that no one else can simultaneously log in and use your profile and to help personalise your Last.fm experience in conjunction with your profile. In the future we may decide to employ "persistent" cookies which stay on your computer after you have gone offline. In the event that we introduce “persistent” cookies we will update this Policy accordingly so that you are made aware of such a change.
Most browsers have cookies turned on as a default, but you can always disable cookies via your browser preferences. If you choose to disable cookies, however, you won't be able enjoy a significant proportion of Last.fm's functionality. Please remember that cookies cannot read your hard drive or give any information collected to any third party. A cookie can only be read by the organisation that sets it.
12. Security
Last.fm endeavours to protect the security of your information as much as we endeavour to protect our own information and network. We employ firewalls and store all of our files and information on secure terminals. In addition, all user passwords are protected by encryption technology.
13. Last.fm Policy for Young People
We realise and understand that many young people love music and will therefore visit Last.fm, however we encourage all persons under 12 to consult with their parents before submitting any information to Last.fm and indeed any other website. Having said this, we believe that ultimately it is the responsibility of parents to supervise children when online and we therefore recommend that parental control tools be put in place.
14. Disclaimer
We believe in privacy and therefore will take all reasonable measures to ensure that your personally identifiable information remains private. However, in the event that we are forced to disclose personally identifiable information by law (i.e. by court order), we will make such a disclosure without being in violation of this Policy.
15. Business Transitions
If Last.fm is acquired by another company or sells a portion of its assets to another company, it is likely that user information will be a part of the assets transferred. If as a result of such a business transition information is to be collected, used or disclosed in a manner or for a purpose different from that stated above, Last.fm will endeavour to notify all users of such changes.
16. Consent
By disclosing any information to Last.fm through the website you consent to the collection, storage and use of such information by Last.fm as set out in this Policy and the Terms and Conditions. If Last.fm makes any changes to this Policy these changes will be detailed on this page in order to ensure that you are fully aware of what information is collected, how it is used and under what circumstances it will be disclosed. If you are concerned about how your information is collected, used or disclosed, you should periodically check back at this page. If you have any specific concerns not addressed in the Policy, please contact us using the feedback page on the website.
Matlab
The MathWorks, Inc.
Software License Agreement
IMPORTANT NOTICE
READ THE TERMS AND CONDITIONS OF YOUR LICENSE AGREEMENT CAREFULLY
BEFORE COPYING, INSTALLING, OR USING THE PROGRAMS OR DOCUMENTATION.
THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM
REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE
MATHWORKS, INC. ("MATHWORKS") CONCERNING THE PROGRAM(S) AND
DOCUMENTATION.
BY COPYING, INSTALLING, OR USING THE PROGRAMS AND DOCUMENTATION, YOU
ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO DO SO, DO
NOT COPY, INSTALL, OR USE THE PROGRAMS AND DOCUMENTATION.
_________________________________________________________________
The MathWorks, Inc. Software License Agreement
Installation and Use Addendum (if applicable)
Academic Installation and Use Addendum (if applicable)
Student Version Installation and Use Addendum (if applicable)
Deployment Addendum
The MathWorks, Inc. Software License 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 Programs also complies with such
obligations.
1.2. "Affiliate" means a legal entity which is controlled by, or
controls, or is under common control with Licensee. Control means
(i) beneficial ownership of at least fifty percent (50%) of the
voting securities of a corporation or other business organization
with voting securities, or (ii) a fifty percent (50%) or greater
interest in the profits and capital of a partnership or other
business organization without voting securities.
1.3. "Computer" means a single physical hardware system containing a
maximum of four (4) Processors. Each hardware partition, or blade
in a blade server, is considered to be a separate Computer, and a
hardware system with more than four (4) Processors is considered
to be more than one Computer.
1.4. "Documentation" means the user guides, if any, accompanying
delivery of a Program, as may be updated from time to time.
Documentation may be delivered in any medium or language.
1.5. "Internal Operations" means the use of a Program by employees,
consultants, student interns, and software administration
contractors of Licensee or an Affiliate on behalf of the Licensee
or Affiliate.
1.6. "Licensed User" means a user of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's Internal
Operations, to the extent permitted by the License Option
acquired.
1.7. "License Option" means the specific rights, restrictions, and
obligations under which Licensee may install and use a Program
pursuant to this Agreement, including those related to the
permitted Installation Type(s) associated with the License Option
acquired, as described in the applicable Installation and Use
Addendum, and including restrictions associated with the License
being an "Annual License," "Term License," "Perpetual License," or
"Student License" as described under Article 9.
1.8. "Licensor" means the person who, or entity which, grants a license
to MathWorks to redistribute that person's or entity's
intellectual property.
1.9. "PolySpace(TM) Products" means PolySpace(TM) Client for C/C++,
PolySpace(TM) Client for Ada, PolySpace(TM) Server for C/C++,
PolySpace(TM) Server for Ada, PolySpace(TM) Model Link SL,
PolySpace(TM) Model Link TL, and PolySpace(TM) UML Link RH.
1.10. "Processor" means a single integrated circuit on the motherboard
of a Computer that contains one or more cores which are used for
interpreting software instructions and processing data contained
in software programs.
1.11. "Program" means the software licensed hereunder, including
Documentation, enhancements and error corrections. Each product
licensed hereunder is a separate Program. "Ineligible Program"
is any Program that Licensee may not deploy, compile, distribute,
or call from a web application, as the case may be. A current
list of each Ineligible Program is available at
www.mathworks.com/ineligible_programs.
1.12. "Third Party" means any person or legal entity that is not
MathWorks, the Licensee, or an Affiliate.
2. ACCEPTANCE AND REFUNDS. If Licensee does not accept the terms and
conditions of this License and any applicable Addendum, or if Licensee
terminates this License, for any reason, within thirty (30) days of
Program delivery (the "Acceptance Period"), then Licensee shall
immediately return the Programs licensed hereunder to MathWorks or the
authorized distributor from whom Licensee acquired the Programs and,
if returned within the Acceptance Period, shall receive a full refund.
By retaining a Program throughout the Acceptance Period, Licensee
accepts the applicable rights, and agrees to be bound by the
applicable obligations and restrictions, of this Agreement including
the License Option acquired with respect to that Program.
3. LICENSE GRANT. MathWorks hereby grants to Licensee, subject to the
terms of this Agreement, a nonexclusive license (the "License") to:
3.1. install and use the Programs solely on Computers controlled by
Licensee, in accordance with the License Option acquired and
associated permitted Installation Type provisions contained in the
relevant Installation and Use Addendum, and solely for Internal
Operations;
3.2. provide access to online Documentation on Licensee's intranet,
provided it is not accessible over the open Internet;
3.3. print portions of the online Documentation for reasonable use by
Licensed Users; and
3.4. use the Programs as expressly set forth in the Deployment Addendum.
4. LICENSE RESTRICTIONS. The License is subject to the express
restrictions set forth below. Licensee shall not, and shall not permit
any Third Party to:
4.1. modify, or create any derivative work of, a Program or any part of
the licensed Programs, except as expressly permitted in Article 7
and the Deployment Addendum. Notwithstanding anything to the
contrary contained herein, any such permitted modifications must
be consistent with all other terms of this Agreement;
4.2. adapt, translate, copy, or convert all or any part of a Program in
order to create software, a principal purpose of which is to
perform the same or similar functions as Programs licensed by
MathWorks or to replace any component of the Programs;
4.3. rent, lease, or loan the Programs; use the Programs for supporting
Third Parties' use of the Programs, time share the Programs, or
provide service bureau or similar service use;
4.4. disassemble, decompile, reverse engineer the Programs 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);
4.5. sell, license, sublicense, publish, display, distribute,
disseminate, assign, or otherwise transfer (whether by sale,
exchange, lease, gift, or otherwise) to a Third Party the
Programs, any copy or portion thereof, or any License or other
rights thereto, in whole or in part, without MathWorks' prior
written consent, except as expressly permitted in the Deployment
Addendum;
4.6. alter, remove, or obscure any copyright, trade secret, patent,
trademark, logo, proprietary and/or other legal notices on or in
copies of the Programs;
4.7. 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' Programs;
4.8. provide access (directly or indirectly) to the Programs via a web
or network Application, except as permitted in Article 8 of the
Deployment Addendum;
4.9. copy, make available for copy, or otherwise reproduce the Programs,
in whole or in part, except either (a) as may be required for
their installation into Computer memory for the purpose of
executing the Program in accordance with the License Option and
associated permitted Installation Type(s), (b) as expressly
permitted in the Deployment Addendum, or (c) 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;
4.10. access or use Programs that Licensee is not currently licensed to
access or to use;
4.11. disclose the personal license password and/or license file to a
Third Party or allow them to be used except for installation and
use of the Programs as provided herein;
4.12. republish the Documentation, except as expressly permitted in
Article 3; and/or
4.13. create a server, for code generation, compilation, or other
Programs.
5. ADDITIONAL FEES. The fees for the License granted herein are
determined based upon Licensee's installation and use of the Programs
in the country in which the original delivery of the Programs occurs.
MathWorks may charge Licensee an additional fee for any subsequent
installation and use of the Programs licensed hereunder in any other
country.
6. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS.
The Programs shall at all times remain the property of MathWorks
and/or MathWorks' Licensors and Licensee shall have no right, title,
or interest therein, except as expressly set forth in this Agreement.
Licensee shall take appropriate action by instruction, agreement, or
otherwise with any persons permitted access to the Programs, so as to
enable Licensee to satisfy its obligations under the terms of this
Agreement.
7. LICENSES FOR THIRD PARTY SOFTWARE AND PRODUCTS. MathWorks has been
granted licenses to distribute certain Third Party software either as
part of a Program or, in the case of the PolySpace(TM) Products, as
separate products licensed under a separate license agreement. These
licenses require MathWorks to distribute the software, or the
PolySpace Products, as the case may be, to Licensee subject to
specific terms and conditions, which may be different from or
additional to those contained herein. Should such Third Party
software be provided under the Lesser General Public License, Licensee
may make modifications of the work identified in Section 6 of the
Lesser General Public License for Licensee's own use and reverse
engineering for debugging such modifications. Licensee agrees that
acceptance of this Agreement also confirms Licensee's acceptance of
any applicable Third Party software licenses. Such Third Party
licenses may be viewed at www.mathworks.com/thirdpartylicense.
Licensee may also contact MathWorks to obtain the current applicable
provisions.
8. SOFTWARE MAINTENANCE SERVICE. During any paid Software Maintenance
Service term, if applicable, MathWorks shall provide Software
Maintenance Service for the licensed Programs which consists of:
delivering subsequent releases of the Programs, if any, that are not
charged for separately; exerting reasonable efforts to both (a)
provide, within a reasonable time, workarounds for any material
programming errors in the current release of the Programs that are
directly attributable to MathWorks, and (b) correct such errors in the
next available release, provided Licensee provides MathWorks with
sufficient information to identify the errors. During this same paid
Software Maintenance Service term, Licensee shall also be entitled to
receive technical support for the current release. Technical support
means assistance by telephone, fax, and electronic mail with the
installation and/or use of the then-current release of the licensed
Programs, including all available bug fixes and patches, and their
interaction with supported hardware and operating systems
("Platforms"). MathWorks reserves the option to discontinue, in whole
or in part, and at any time, offering Software Maintenance Service
and/or technical support for any Program or Platform.
9. LICENSE DURATION ("TERM"). This Agreement shall continue until the
earlier of (a) termination by MathWorks or Licensee as provided below,
or (b) such time as there are no Programs being licensed to Licensee
hereunder.
9.1. For Annual Licenses: Licensee understands and agrees that each
Annual License will expire automatically immediately after its
corresponding one (1) year period, unless Licensee renews its
License by remitting the then-current annual License fee.
Licensee understands that the Programs will stop operating unless
Licensee pays the License fee and is provided new annual
passcodes. Licensee understands and agrees that the Software
Maintenance Service for each Annual License will terminate
automatically upon expiration of the Annual License Term.
9.2. For Term Licenses: Licensee understands and agrees that each Term
License will expire automatically immediately after the
corresponding period of the term licensed, unless Licensee renews
its License by remitting the then-current term License Fee.
Licensee understands that the Programs will stop operating unless
Licensee pays the license fee and is provided new term passcodes.
Licensee understands and agrees that the Software Maintenance
Service for each Term License will terminate automatically upon
expiration of the License Term.
9.3. For Perpetual Licenses: Licensee shall have the right to use the
Programs indefinitely, subject to the termination provisions in
this Agreement. Licensee understands and agrees that the Software
Maintenance Service for each Perpetual License will terminate
automatically upon expiration of the initial Software Maintenance
Service term included with the acquisition of the License.
Thereafter, the Software Maintenance Service term may be renewed
for any Program, at the then-current price, and for the
then-applicable term, as long as MathWorks offers such Software
Maintenance Service for such Program.
9.4. For Student Licenses: See the Student Version Installation and Use
Addendum for the License Term.
10. TERMINATION. MathWorks may terminate this Agreement and all Licenses
granted hereunder by written notice to Licensee if Licensee breaches
any material term of this License, including failure to pay any
License fees due, and Licensee has not cured such breach within sixty
(60) days of written notification. MathWorks may immediately
terminate upon notice this Agreement and all Licenses granted
hereunder should Licensee breach the terms and conditions of Articles
3, 4, and/or 11. Licensee may terminate this License at any time,
for any reason. Licensee shall not be entitled to any refund if this
License is terminated, except for License fees paid for any Programs
for which the Acceptance Period has not expired at the time of
termination. Upon termination, Licensee shall promptly return all
but archival copies of the Programs in Licensee's possession or
control, or promptly provide written certification of their
destruction.
11. EXPORT CONTROL. The Programs 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 Programs 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.
12. FEDERAL ACQUISITION. This provision applies to all acquisitions of
the Programs and Documentation by, for, or through the federal
government of the United States. By accepting delivery of the
Programs 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 Programs 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 Programs and Documentation, unused,
to MathWorks.
13. 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 Programs is necessary to enable
the Licensee to create an independent program that is interoperable
with the Programs 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.
14. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or
other conclusive proof of tax exempt status, Licensee shall pay all
applicable sales, use, excise, value-added, and other taxes, duties,
levies, assessments, and governmental charges payable in connection
with this Agreement or the Licenses granted hereunder, excluding
taxes based on or measured by MathWorks' income, for which MathWorks
shall be solely responsible.
15. 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.
16. LIMITATION OF LIABILITY. The Programs 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 a Program is 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 MathWorks' 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 the
amount paid to MathWorks under this Agreement in the twelve month
period preceding the claim in question, for the Program with respect
to which the liability in question arises; 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.
17. LIMITED WARRANTY/LIMITATION OF REMEDIES. MathWorks warrants that
MathWorks, on its own behalf or through its Licensors, has the right
to grant the License rights hereunder. MathWorks warrants that the
physical media provided shall be free from defects in material and
workmanship for a period of ninety (90) days from delivery, or it
will be replaced by MathWorks at no cost to Licensee. MathWorks
further warrants, for a period of one (1) year from delivery or for
the term of the License, whichever is less, that each copy of each
Program will conform in all material respects to the description of
such Program's operation in the Documentation. In the event that a
Program does not operate as warranted, Licensee's exclusive remedy
and MathWorks' sole liability under this warranty shall be the
correction or workaround by MathWorks of major defects within a
reasonable time. Should such correction or workaround be
impractical, MathWorks may, at its option, terminate the relevant
License and refund the initial License fee paid to MathWorks for such
Program. All requests for warranty assistance should be directed to
The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA 01760-2098,
U.S.A.
18. DISCLAIMER OF WARRANTIES. Except for warranties expressly set forth
in Article 17 of this Agreement (or as implied by law where the law
provides that the particular terms implied cannot be excluded by
contract), any and all Programs, Documentation, and Software
Maintenance Services 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 Programs, Documentation, and Software Maintenance
Services (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. Except for the express
warranties stated in Article 17 of this Agreement, the Programs,
Documentation, and Software Maintenance Services 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 Programs and Documentation 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. The warranty in Article 17 gives Licensee
specific legal rights and Licensee may also have other rights which
vary from state to state and country to country. Licensee accepts
responsibility for its use of the Programs 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.
20. COMPLIANCE AND AUDIT RIGHTS. Licensee agrees to notify MathWorks
promptly upon discovery of any failure to comply with one or more
Licenses granted under this Agreement, or any failure to comply with
any other material term of this Agreement. To confirm Licensee's
compliance with the terms and conditions of this Agreement, Licensee
agrees to allow MathWorks to audit Licensee's use of the Programs,
and to provide MathWorks access to Licensee's facilities and
Computers, and cooperation from Licensee's employees and consultants,
as reasonably requested by MathWorks in order to perform such audit,
all during normal business hours, and after reasonable prior notice
from MathWorks. If an audit discloses that Licensee has failed to
comply with one or more Licenses, and such failure to comply could
have in part or in whole been avoided by Licensee having paid
additional License fees to expand the scope of the License or
Licenses, then Licensee shall promptly pay MathWorks such Licensing
fees (at MathWorks' then current rates) and, if such unpaid License
fees exceed 5% of the License fees paid to MathWorks for the
applicable Programs during the applicable period during which such
underpayment occurred, then Licensee shall, in addition to paying the
unpaid License fees, also reimburse MathWorks the full cost of such
audit.
21. LICENSE MANAGEMENT. During installation, you, or the Programs, may
send information about the Programs and the Computer to MathWorks.
This information includes the version of the Programs, operating
system configuration parameters required for installation, and
machine- specific identification (the Macrovision FLEXNET(R)
"hostid") of the Computer. Licensee agrees that such information may
be retrieved and utilized by MathWorks for installation and license
management purposes.
22. HEADINGS. The inclusion of headings is for convenience of reference
only and shall not affect the construction or interpretation of this
Agreement.
23. ENTIRE AGREEMENT. This Agreement, and any applicable Addendum thereto
including any documents referenced therein are incorporated herein by
reference, and contain 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. In the
event of any conflict between this Agreement and any purchase order
executed by Licensee (whether executed before or after this
Agreement), this Agreement shall prevail.
The MathWorks, Inc. Software License Agreement - Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The Installation and Use provisions of this Addendum apply to
each Program licensed under the Agreement. The applicable provisions
are determined by the particular License Option that Licensee
acquired, including those related to the permitted Installation
Type(s) associated with the License Option acquired.
2. LICENSE OPTIONS AND PERMITTED INSTALLATION TYPES. At the time the
License is acquired, Licensee must select a License Option from those
offered on MathWorks' then-current price list. If the License Option
is not specified on Licensee's order, MathWorks shall determine the
License Option for Licensee by comparing the price paid to MathWorks'
then-current price list, less the appropriate discount, if any.
3. DEFINITIONS.
3.1. Installation Type. One or more of the Standalone Named User,
Network Named User, or Network Concurrent User installation types
available with respect to the License Option acquired.
3.2. License Manager. The Macrovision FLEXNET(R) license management
software provided with the Program(s).
3.3. Licensed Users. Those users of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's Internal
Operations, to the extent permitted by the License Option
acquired.
3.4. License Option. The specific rights, restrictions, and obligations
under which Licensee may install and use a Program pursuant to the
Agreement, including those related to the permitted Installation
Type(s) associated with the License Option acquired.
3.5. Named User. Licensed User designated and identified by Licensee as
the "Named User" for a License to a Program under the "Standalone
Named User" and "Network Named User" Installation Types.
4. INSTALLATION AND USE. Specific rights, obligations, and restrictions
apply to each License Option. Licensee's right to install and use the
Programs is determined by the License Option acquired, including the
permitted Installation Type(s) with respect to such License Option as
set forth in the table below. By accepting the terms and conditions
of the Agreement, Licensee also accepts the License Option acquired.
LICENSE OPTIONS AND INSTALLATION TYPES
License Option: Permitted Installation Types
Individual: Standalone Named User
Group*: Standalone Named User
Network Named User: Network Named User
Concurrent: Network Concurrent User
*In some countries, the Group License Option is not available. Contact
your local MathWorks representative for more information.
4.1. License Options.
4.1.1. Individual. Except as specifically set forth in Section 4.3
hereof, the Individual License Option permits only the
Standalone Named User Installation Type. Program use is
restricted to the single, designated Named User.
4.1.2. Group. Except as specifically set forth in Section 4.3 hereof,
the Group License Option permits only the Standalone Named
User Installation Type. The Programs may be operated by a
combined workgroup of Named Users, up to the maximum number of
Named Users licensed to use each Program. Licensee is
responsible for ensuring that the total number of Named Users
of each Program on a License does not exceed the number
licensed for each Program. This License Option must be
centrally administered and maintained. Licensee shall be
responsible for, and shall assign a central administrator the
task of, accurately counting and controlling the number of
Named Users allowed access to each Program, and installing and
administering the Programs including new versions of the
Programs delivered during any paid Software Maintenance
Service term.
4.1.3. Network Named User. Except as specifically set forth in
Section 4.3 hereof, the Network Named User License Option
permits only the Network Named User Installation Type.
4.1.4. Concurrent. Except as specifically set forth in Section 4.3
hereof, the Concurrent License Option permits only the Network
Concurrent User Installation Type.
4.2. Installation Types.
4.2.1. Standalone Named User. Programs may be installed and operated
on one or more individual Computers, provided the Programs are
only accessible to, and operated by, the Named User for that
License. The physical locations of the Computers used by the
Named User to run the Programs are not limited; the Computers
may be located at work, home, in a laboratory, or on a laptop.
Licensee may only designate one Licensed User access to or use
of the Programs under each Named User License. Licensee may
redesignate the Named User for a Program, whether temporarily
or not, no more than four (4) times per year. A Named User
may not use a Program on more than two (2) Computers
simultaneously.
4.2.1.1. Alternatively, for the Windows(R) platform only, Licensee
may install and operate the Programs on a single,
designated Computer, provided the Computer is not a
network server and the Programs are only operated from
that Computer's console by only one Licensed User at any
given time (a "Designated Computer" Installation Type).
Licensee may redesignate the Computer for a Program to a
different Computer, whether temporarily or not, no more
than four (4) times per year. This Designated Computer
Installation Type is in lieu of the Standalone Named User
rights above, not in addition to those rights, and is
intended to accommodate a single Windows Computer shared
by multiple Licensed Users.
4.2.2. Network Named User. Programs may only be installed in a
central location on a single designated network server.
Licensee must run the License Manager in its User-Based mode,
and edit the Local License Options file to maintain a list of
Named Users authorized to access and operate each Program.
Licensee may re-edit the list of Named Users in the Local
License Options file and may redesignate Named Users for a
Program, whether temporarily or not, no more than four (4)
times per year, provided the number of Named Users in the file
never exceeds the number licensed per Program. Portions of
the Programs may be installed on individual Computers to
accelerate startup times, as long as the installations on the
individual Computers are controlled by the License Manager on
the network server. A Named User may not use a Program on
more than two (2) Computers simultaneously.
4.2.3. Network Concurrent User. The Programs may only be installed in
a central location on a single designated network server.
Licensee must run the License Manager in its Concurrent mode
and may have only as many Licensed Users simultaneously
operating a Program at any given time as the number of
Concurrent keys acquired for that Program. Subject to the
foregoing, a Licensed User of the Concurrent License Option
may utilize any number of Computers served by a single License
Manager provided that, before using a Program on any Computer,
the Licensed User checks out a separate Concurrent key from
the License Manager for that Computer. Portions of the
Programs may be installed on individual Computers to
accelerate startup times, as long as the installations on the
individual Computers are controlled by the License Manager on
the network server. Licensees of the Concurrent License
Option are prohibited from providing Program access to users
located outside the country in which the License Manager
server is installed unless Licensee has contracted for global
use. For the purposes of the Concurrent License Option, all
servers located in a member country of the North American Free
Trade Agreement ("NAFTA") shall be considered located in the
same country as those of the other NAFTA members, and all
servers located in Iceland, Norway, Switzerland, or any member
country of the European Union ("EU") shall be considered
located in the same country.
4.3. MATLAB(R) Distributed Computing Engine. Licensees of the MATLAB(R)
Distributed Computing Engine Program ("MDCE") are permitted to
install and make available Programs, other than any Ineligible
Program, on one or more Computers ("Computer Cluster") solely
for use through the MDCE, provided that (1) the Programs on the
Computer Cluster are controlled by a single License Manager for
each MDCE, (2) the number of simultaneous Program sessions does
not exceed the number of MDCE workers acquired, (3) access to any
Program, whether in the MDCE or otherwise, remains limited to
those persons who are Licensed Users of such Programs, and the
Distributed Computing Toolbox; and 4) access to any Program,
including the MDCE, is not made available (i) to any Third Party
without the advance written consent of MathWorks, or (ii) to any
user outside the country in which the MDCE's License Manager
server is installed, unless the Licensee acquires a separate
license from MathWorks. For the purposes of this Section 4.3, all
MDCE License Manager servers located in a member country of the
North American Free Trade Agreement ("NAFTA") shall be considered
located in the same country as those of the other NAFTA members,
and all MDCE License Manager servers located in Iceland, Norway,
Switzerland, or any member country of the European Union ("EU")
shall be considered located in the same country.
5. REMOTE AND SHARED OPERATION.
Subject also to the foregoing:
5.1. Remote Access to the Desktop:
Using the Microsoft(R) Remote Desktop connection feature or
similar technologies:
5.1.1. Named Users and Network Named Users may remotely access
Programs for which they are licensed.
5.1.2. Network Concurrent Users may remotely access Programs served by
the License Manager server for the License under which they
are operating.
5.1.3. The Licensee of a Designated Computer Installation Type may
designate one Licensed User to remotely access the Programs
licensed on the Designated Computer for operation on that
Designated Computer. Licensee may redesignate such Licensed
User, whether temporarily or not, no more than four (4) times
per year.
5.2. Shared Access to the Desktop:
5.2.1 A Licensed User may use Microsoft(R) Remote Assistance
technology, NetMeeting(R) conferencing software, or similar
technologies to share the desktop view of a Program session
remotely with another individual for assistive purposes only.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT -
Academic Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The provisions of this Academic Installation and Use Addendum
apply to each Program licensed under the Agreement at prices offered
only to degree-granting educational institutions ("Academic prices")
for Academic Internal Operations only, as defined below. Research and
development divisions and centers of universities, U.S. government
agencies and other not-for-profit organizations do not qualify for
Academic prices. This Addendum imposes certain additional obligations
and restrictions with respect to the Programs licensed at such
Academic prices that are not contained in the Agreement. The
applicable provisions are determined by the particular Academic
License Option that Licensee acquires for each Program, including
those related to the permitted Installation Type(s) associated with
the Academic License Option acquired. In the event of a conflict
between the provisions of this Addendum and the Agreement, these
Addendum provisions shall apply.
2. ACADEMIC LICENSE OPTIONS AND PERMITTED INSTALLATION TYPES. At the time
the License is acquired, Licensee must select an Academic License
Option from those offered on MathWorks' then-current Academic price
list. If the License Option is not specified on Licensee's order,
MathWorks shall determine the License Option for Licensee by comparing
the price paid to MathWorks' then-current Academic price list, less
the appropriate discount, if any.
3. DEFINITIONS.
3.1. Installation Type. One or more of the Standalone Named User,
Network Concurrent User, or Designated Computer installation types
available with respect to the Academic License Option acquired.
3.2. Academic Internal Operations. The installation and use of the
Programs by Licensed Users, in accordance with the Academic
License Option acquired, for the purpose of (i) in the case of
employees (faculty and academic staff), performing software
administration, teaching, and noncommercial, academic research in
their ordinary course as Licensee's employees; and (ii) in the
case of enrolled students, meeting classroom requirements of
courses and study offered by the Licensee. Any other use is
expressly prohibited.
3.3. License Manager. The Macrovision FLEXNET(R) license management
software provided with the Programs.
3.4. Licensed Users. All enrolled students and employees (faculty and
academic staff) of the Licensee who are authorized by Licensee to
use the Programs for Academic Internal Operations in accordance
with the Agreement, as revised from time to time, and to the
extent permitted by the Academic License Option acquired. As used
herein, "employees" excludes subcontractors and consultants of the
Licensee.
3.5. Academic License Option. The specific rights, restrictions, and
obligations under which Licensee may install and use a Program
pursuant to the Agreement, including those related to the
permitted Installation Type(s) associated with the Academic
License Option acquired.
3.6. Named User. Licensed User designated and identified by Licensee as
the "Named User" for a License to a Program under the "Standalone
Named User" Installation Type.
4. INSTALLATION AND USE. Specific rights, obligations, and restrictions
apply to each Academic License Option. Licensee's right to install
and use the Programs is determined by the Academic License Option
acquired, including the permitted Installation Type(s) with respect to
such Academic License Option as set forth in the table below. By
accepting the terms and conditions of the Agreement, Licensee also
accepts the Academic License Option acquired, and agrees to use the
Programs only for Academic Internal Operations.
ACADEMIC LICENSE OPTIONS AND INSTALLATION TYPES
Academic License Options: Permitted Installation Types
Individual: Standalone Named User
Group: Designated Computer
Concurrent: Network Concurrent User
Classroom: Designated Computer, Network Concurrent User
4.1. Academic License Options.
4.1.1. Individual. Except as specifically set forth in Section 4.3
hereof, the Individual License Option permits only the
Standalone Named User Installation Type. Program use is
restricted to the single, designated Named User.
4.1.2. Group. Except as specifically set forth in Section 4.3
hereof, the Group License Option permits only the Designated
Computer Installation Type. The Programs may be operated on
up to the maximum number of Designated Computers licensed
for each Program. Licensee is responsible for ensuring that
the total number of Designated Computers on which each
Program is installed and used does not exceed the number
licensed for each Program. This License Option must be
centrally administered and maintained. Licensee shall be
responsible for, and shall assign a central administrator
the task of accurately counting and controlling the number
of Designated Computers on which installation of each
Program is allowed, and installing and administering the
Programs including new versions of the Programs delivered
during any paid Software Maintenance Service term.
4.1.3. Concurrent. Except as specifically set forth in Section 4.3,
the Concurrent License Option permits only the Network
Concurrent User Installation Type.
4.1.4. Classroom. Except as specifically set forth in Section 4.3,
the Classroom License Option permits only the Network
Concurrent User and/or Designated Computer Installation
Types. Notwithstanding the foregoing definition of Academic
Internal Operations, Programs licensed under the Classroom
License Option are further restricted to use in connection
with on-campus computing facilities that are used solely in
support of classroom instruction of students. Research use
is not permitted.
4.2. Installation Types.
4.2.1. Standalone Named User. The Programs may only be installed and
operated on one or more individual Computers, provided the
Programs are only accessible to, and operated by, the Named
User for that License. The physical locations of the
Computers used by the Named User to run the Programs are not
limited; the Computers may be located at work, home, in a
laboratory, or on a laptop. Licensee may only designate one
Licensed User access to or use of the Programs under each
Named User License. Licensee may redesignate the Named User
for a Program, whether temporarily or not, no more than four
(4) times per year. A Named User may not use a Program on
more than two (2) Computers simultaneously.
4.2.1.1. Alternatively, for the Windows(R) platform only, Licensee
may install and operate the Programs on a single,
designated, Computer as described in Section 4.2.2 below
(a "Designated Computer" Installation Type). This
Designated Computer Installation Type is in lieu of the
Standalone Named User rights above, not in addition to
those rights, and is intended to accommodate a single
Windows Computer shared by multiple Licensed Users.
4.2.2. Designated Computer. The Programs may only be installed and
operated on a single, designated Computer, provided the
Computer is not a network server and the Programs are only
operated from that Computer's console by only one Licensed
User at any given time. Licensee may redesignate the Computer
for a Program to a different Computer, whether temporarily or
not, no more than four (4) times per year.
4.2.3. Network Concurrent User. The Programs may only be installed in
a central location on a single designated network server.
Licensee must run the License Manager in its Concurrent mode
and may have only as many Licensed Users simultaneously
operating a Program at any given time as the number of
Concurrent keys acquired for that Program. Subject to the
foregoing, a Licensed User of the Concurrent License Option
may utilize any number of Computers served by a single License
Manager provided that, before using a Program on any Computer,
the Licensed User checks out a separate Concurrent key from
the License Manager for that Computer. Portions of the
Programs may be installed on university-owned or controlled
individual Computers to accelerate startup times, as long as
the installations on the individual Computers are controlled
by the License Manager on the network server. Licensees of
the Concurrent License Option are prohibited from providing
Program access to users located outside the country in which
the License Manager server is installed.
4.3. MATLAB(R) Distributed Computing Engine. Licensees of the MATLAB(R)
Distributed Computing Engine Program ("MDCE") are permitted to
install and make available Programs, other than any Ineligible
Program, on one or more Computers ("Computer Cluster") solely for
use through the MDCE, provided that (1) the Programs on the
Computer Cluster are controlled by a single License Manager for
each MDCE, (2) the number of simultaneous Program sessions does
not exceed the number of Engine workers acquired, (3) access to
any Program, whether in the MDCE or otherwise, remains limited to
those persons who are Licensed Users of such Programs, and the
Distributed Computing Toolbox; and (4) access to any Program,
including the MDCE, is not made available (i) to any Third Party
without the advance written consent of MathWorks, or (ii) to any
user outside the country in which the MDCE License Manager is
installed.
5. REMOTE AND SHARED OPERATIONS
Subject also to the foregoing:
5.1. Remote Desktop Access:
Using the Microsoft(R) Remote Desktop connection feature or
similar technologies:
5.1.1. Named Users may remotely access Programs for which they are
licensed.
5.1.2. Network Concurrent Users may remotely access Concurrent
Programs served by the License Manager server for the License
under which they are operating.
5.1.3. The Licensee of a Designated Computer Installation Type may
designate one Licensed User to remotely access the Programs
licensed on the Designated Computer for operation on that
Designated Computer. Licensee may redesignate such Licensed
User, whether temporarily or not, no more than four (4) times
per year.
5.2. Shared Access to the Desktop:
5.2.1. A Licensed User may use Microsoft(R) Remote Assistance
technology, NetMeeting(R) conferencing software, or similar
technologies to share the desktop view of a Program session
remotely with another individual for assistive purposes only.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT - Student
Version Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The provisions of this Student Installation and Use Addendum
apply to the MATLAB(R) and Simulink(R) Student Version Programs and to
any other Programs licensed under the Agreement at prices offered to
students enrolled in degree-granting educational institutions
("Student prices"). This Addendum imposes certain additional
obligations and restrictions with respect to the Programs licensed at
such Student prices that are not contained in the Agreement. In the
event of a conflict between the provisions of this Addendum and the
Agreement, these Addendum provisions shall apply. The license
provided for in this Addendum is referred to as a "Student License".
2. RETURNS AND REFUNDS. Returns and refunds of Student License purchases
are subject to the refund policies at the time and point of purchase.
3. REGISTRATION AND ACTIVATION. The Programs contain technology for the
prevention of unlicensed or illegal use of the Programs. Licensee
agrees to the use and application of such technology in the Programs
(a) to limit the installation and use of the Programs by Licensee to a
finite number of Computers, and (b) to require Licensee's registration
of the Student License and activation of the Programs in advance of
the use of the Programs (other than for temporary use) as further
described in this Addendum and in the Documentation for the Programs.
4. ELIGIBILITY. Licensee further agrees to the following eligibility
restrictions of the Student License: the Licensee must be a student
enrolled in a degree-granting educational institution or participating
in a continuing education program at a degree-granting educational
institution.
5. LICENSE TERM. The Student License may be acquired (as available) in
one of two, separate term lengths, either the Standard Student License
Term (for the standard Student Version License) or the One-Year
Student License Term (for the Student Version One-Year License).
Licensees of the Standard Student License Term agree that their
Student License expires automatically immediately after the duration
of Licensee's enrollment in a degree-granting institution or
participation in a continuing education program of a degree-granting
institution. Licensees of the One-Year Student License Term agree
that their Student License expires automatically after one year, as
measured from the date the Student License is first activated.
6. INSTALLATION AND USE. The Student License permits the Licensee to use
the Programs at any time during the Term in accordance with the
Agreement on not more than two (2) Computers that Licensee owns or
leases provided (i) the Programs are only accessible to, and operated
by, Licensee, and (ii) Licensee has provided machine-specific
identification for such Computers through the registration and
activation process. Network installation is prohibited.
7. SOFTWARE MAINTENANCE SERVICE. Software Maintenance Service is not
available for a Student License.
8. ASSIGNMENT. Student Licenses are nontransferable.
9. DISTRIBUTION OF STUDENT VERSION LICENSES BY DEGREE-GRANTING EDUCATIONAL
INSTITUTIONS. A degree-granting educational institution (the
"Institution") may place orders for Student Licenses and add-on
Programs for its enrolled students only for installation and use in
accordance with this Addendum. It is expressly understood and agreed
the Institution shall take appropriate action to ensure (i) the
Agreement including this Addendum is delivered to each student
Licensee intact with the distribution of media; (ii) media seal
notices provided by MathWorks regarding the licensing of the Programs
are delivered intact to the student Licensees in receipt of media; and
(iii) each student Licensee is instructed not to copy the Programs or
use them for commercial purposes, and is required by the Institution
to de-install the Programs at the expiration of the Term for such
student Licensee.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT -
Deployment Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. PURPOSE. The MathWorks, Inc. Software License Agreement (the
"Agreement") contains restrictions prohibiting Licensee from
modifying, distributing, or providing access to the Programs or any
Program Components (as defined below), except as expressly provided in
this Addendum. If the Programs licensed by Licensee under the
Agreement contain Source Code or Object Code Program Components, then
this Addendum sets forth the Licensee's rights with respect to
creating Applications and Derivative Forms and distributing
Applications, Derivative Forms, and Deployment Programs, as well as
certain additional obligations related thereto.
MathWorks or its Licensors retain all right, title, and interest in
its Programs, Program Components, and Derivative Forms of its
Programs.
2. USER CREATED FILES. This Addendum does not apply to M-files,
MDL-files, MEX-files, MAT-files, VHDL-files, Verilog-files, FIG-files
and P-files that are created by Licensee and that do not include any
code obtained from M-files, MAT-files, P-code, MDL-files, C/C++ files,
VHDL-files, Verilog-files, TLC-files, or other Source Code files
supplied with the Programs ("User Files"). Licensee may distribute,
sublicense, and resell without restriction, User Files.
3. NONCOMPETITION. Licensee agrees not to use the Programs, Derivative
Forms, Generated Forms, or Program Components to make or distribute
its own or a Third Party's Application, a principal purpose of which,
as reasonably determined by MathWorks, is to perform the same or
similar functions as Programs licensed by MathWorks or which replaces
any component of the Programs. Licensee shall not otherwise use the
Programs to compete with the products or businesses of MathWorks,
including by distributing Libraries, or any form of an entire Program
or a substantial portion of a Program.
4. DEFINITIONS.
4.1. Application. A software file that Licensee has created by either
(a) using a MathWorks Program to compile or translate Licensee
created Source Code or (b) incorporating or linking any part of
any Source Code, library file, or other Program Component provided
with the Program. An Application must contain original code
developed by Licensee and must provide substantial functionality
not contained in, or provided by, the Program Components that are
incorporated into such Application. If a software file created by
a Licensee incorporates Program Components, but does not meet the
requirements of the previous sentence, then it is a Derivative
Form (as defined below). An Application may contain Linked Object
Code which, if such Object Code was not Linked to the Application
and was a standalone file, would otherwise have been deemed a
Derivative Form.
4.2. Application License. A license granted by Licensee to its end-users
for the installation and use of Licensee's Application.
4.3. Generated Forms. The output of the MATLAB Compiler, Real-Time
Workshop(R), Stateflow(R) Coder, Simulink(R) HDL Coder, Embedded
Coders, and other MathWorks' code generation Programs in the form
of Source Code, as well as such Source Code converted to Object
Code or Linked forms.
4.4. Derivative Forms. A software file that Licensee has derived from
one or more Program Components (including without limitation by
incorporating, translating, or modifying, in whole or in part, any
Program Component), and which, if modified or copied without
MathWorks' authorization, would constitute a copyright
infringement or breach of the Agreement. A software file created
by Licensee which qualifies as an "Application" under the above
definition shall not be deemed a Derivative Form.
4.5. Linked. An executable or loadable file created by a compiler or
linker program combining Object Code module files.
4.6. MAT-file. The file format in which MATLAB stores data.
4.7. MCR Libraries. MATLAB Component Runtime support libraries and
other files for deployment of Applications created with the MATLAB
Compiler.
4.8. Object Code. The code created by a system compiler from source
code; also called "machine-readable code". Object Code can be
Linked with an appropriate linker to resolve address references
and may be combined with other Object Code for targeted execution
on a specific processor. Object Code includes "Object Code
libraries" and "shared libraries," which are groupings of Object
Code for specific purposes.
4.9. Program Component. Any portion of, or file provided with, a Program.
4.10. Source Code. Human-readable program code written in a higher-level
language such as C, C++, Java(TM), MATLAB(R), MDL, VHDL, Verilog,
or Fortran, which must be translated or compiled into
machine-readable language before it can be executed by a
Computer. Source Code also includes header files and other
human-readable files necessary for a Program to be compiled in
the higher-level language.
4.11. Standalone Application. An Application created using programming
languages and tools other than the Programs, which executes
outside of the Programs.
4.12. Deployment Program. Any MathWorks Program that either (a)
generates Object Code or Source Code in response to user input,
or (b) contains executable functions or data accessed by an
Application (such as a DLL file).
5. DEPLOYMENT PROGRAMS. Licensed Users of MathWorks' Deployment Programs
may automatically generate code from M-files, Simulink(R)/Stateflow(R)
diagrams, and other representations, into Generated Forms.
Furthermore, Licensee may copy and deploy these Generated Forms for
use outside of the Programs.
Not all Programs are eligible for deployment within Licensee's
Application. For a list of Ineligible Programs see
www.mathworks.com/ineligible_programs.
5.1. MATLAB(R) Application Deployment Programs
5.1.1. MATLAB(R) Compiler. Licensee may use and distribute the MCR
Libraries for the sole purpose of running Licensed User's
Application generated by the MATLAB Compiler. Licensee may
deploy, at no cost, copies of such Applications that
incorporate the MCR Libraries and compiled versions of M-files
from the licensed Programs required for the Application. No
further fees shall be due to MathWorks for such deployment
within such Applications, regardless of whether the
Application is distributed solely for Licensee's Internal
Operations or to Third Parties.
Licensee may make copies of the MCR Libraries accessible for
deployment on an internal server provided such deployment is
solely to its Licensed Users for use with an Application and
for Licensee's Internal Operations only. Licensee agrees to
employ the same security measures to protect the MCR Libraries
as it uses to safeguard Licensee's own proprietary
intellectual property, but in no event less than reasonable
care. No further fees shall be due to MathWorks for such
server deployment.
Licensee is prohibited from making copies of the MCR Libraries
accessible to any Third Party separate from a Licensed User's
Application.
5.1.1.1. Licensed User may include, by compilation for deployment,
only those select M-files from the licensed Programs
required for the Application.
5.1.1.2. In no event shall Licensee distribute any library header
files.
5.1.1.3. Licensee's Application may not provide functionality or
behavior similar to that of the MATLAB command line.
5.1.1.4. Licensee's Application may not allow operation of the code
generation capabilities of Programs.
5.1.1.5. Licensee's Application may not provide access to an entire
Program or a substantial portion of a Program.
5.1.1.6. Licensee shall include the notice "MATLAB(R). (c) 1984 -
[INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks,
Inc." in the deployed Application's About Box, or similar
visible location, and in the applicable documentation
distributed with each copy of the Application.
5.1.1.7. Licensee must state in the documentation or other materials
distributed with the Application that Licensee's limited
rights to the deployment are governed by a certain license
agreement between Licensee and MathWorks. Licensee may not
modify or remove any license agreement file (MathWorks or
Third-Party) that is included with the MCR Libraries ("MCR
Library License"). Licensee shall insure that any
licensee of the Application must first accept the terms of
such MCR Library License prior to installation of the
Application.
5.2. Simulink(R) Application Deployment Programs
5.2.1. Deployment Programs. MathWorks provides directories of C, C++,
Assembly, linker command files, template makefiles, project
files, and TLC source code files with Programs that implement
the real-time framework, code generation instructions,
libraries, and Application Programming Interface (API) for use
with the code generated by the Simulink family of products,
including Real-Time Workshop, Stateflow Coder, Simulink HDL
Coder, Embedded Coders and other Programs. Licensee may use,
copy, and modify these files in source code form for different
development targets provided that they are only copied for
development use in connection with Real-Time Workshop,
Embedded Coders, Stateflow Coder, or other code generation
Programs.
5.2.1.1. Licensee may copy and deploy these files outside of the
Programs in Linked Object Code form or Source Code form,
if only used in combination with code generated by those
Programs as part of a larger standalone Application.
5.2.1.2. No further fees shall be due to MathWorks for such
deployment within Licensee's Application, regardless of
whether the Application is deployed solely for Licensee's
Internal Operations or to Third Parties.
5.2.2. Real-Time Windows Target. Licensee may not incorporate
Real-Time Windows Target into an Application for deployment
without contracting with MathWorks for an OEM or VAR
agreement.
5.2.3. xPC Target. Licensee may develop Applications that incorporate
Linked-in copies of xPC Target and those files required for
the Application that have been compiled or otherwise obtained
from Real-Time Workshop and/or Stateflow Coder on a single
development PC, and download that Application to a target PC
directly connected to the development PC by either Ethernet or
serial connections. When running on xPC TargetBox(R), the
Application may also be used for standalone operation, without
connection to the development PC.
5.2.3.1. The right to distribute the Application beyond the target
PC is contingent upon acquiring a License for the xPC
Target Embedded Option. No further fees shall be due to
MathWorks for such deployment within Licensee's
Application, regardless of whether the Application is
deployed solely for Licensee's Internal Operations or to
Third Parties. Additionally, the Embedded Option License
allows for the deployment of API DLL's beyond the
development PC. No further fees shall be due to MathWorks
for such deployment outside of an Application, regardless
of whether the API DLL's are deployed solely for
Licensee's Internal Operations or to Third Parties.
6. OTHER SOURCE CODE AND SHARED OBJECT CODE LIBRARIES.
6.1. Programs may include selected Source Code and shared Object Code
library files that implement various documented application
programming interface capabilities of the Programs for which the
Source Code or shared library file is part.
6.1.1. Licensed User may use and modify the selected Source Code files
solely for creation of Licensee's own Applications. Licensee
may copy and distribute Object Code compiled from this Source
Code, but only as either standalone Object Code file
(regardless whether a Derivative Form) or Object Code Linked
to the Application, and only for use with and deployment of
Licensee's own Application.
6.1.2. Licensee may use, copy and distribute shared Object Code
library files (regardless whether a Derivative Form) for
deployment of Licensee's own Application, but only if a header
file exists in the Program for the shared library file.
Licensee may not copy or distribute header files themselves.
6.1.3. Licensee may not transfer Source Code, development rights, or
development capabilities for any Source Code or Object Code to
any Third Party.
6.2. MAT-files. Licensed User may create and distribute Applications
that read MAT-files using the MAT-file API, however, if such
Applications are distributed to Third Parties, they must also
implement MAT-file write capability.
7. DERIVATIVE FORMS. A Licensee shall only be permitted to distribute a
Derivative Form to Third Parties (a) to the extent expressly permitted
under Articles 5 or 6 of this Addendum, or (b) subject to the
requirements of this Article 7. A Licensee may only distribute a
Derivative Form to a Third Party under this Article 7 if such Third
Party is bound by a Software License Agreement with MathWorks that
requires such Third Party to treat such Derivative Forms received from
Licensee as such Third Party's own Derivative Form thereunder.
Licensee agrees that if such a Third Party provides Licensee with
software that is a Derivative Form under the terms of such Third
Party's Software License Agreement with MathWorks (or would otherwise
be a Derivative Form under the terms of this Agreement), then Licensee
shall treat such software as a Derivative Form hereunder as if
Licensee has modified or generated the software itself.
8. WEB APPLICATIONS. Only Programs licensed under the Network Concurrent
User or Designated Computer Installation Types may be called from
within a web Standalone Application, provided the web Standalone
Application does not provide access to the MATLAB command line, or any
of the licensed Programs with code generation capabilities. In
addition, Licensed Users may not provide access to an entire Program
or a substantial portion of a Program. Such operation of a Standalone
Application via a web interface may be provided to an unlimited number
of web browser clients, at no cost, for Licensee's own use for its
Internal Operations, and for use by Third Parties.
9. APPLICATION LICENSING. For any distribution of Applications containing
Object Code or Generated Forms to:
9.1. Licensee's internal organization: Licensee shall take appropriate
action by instruction, agreement, or otherwise with any recipients
of the Application, so as to enable Licensee to satisfy its
obligations under the terms of this Addendum and the Agreement.
9.2. Third Parties: Your Application shall be accompanied by an
Application License whose terms and conditions are at least as
restrictive as the Agreement, unless the Application is part of an
embedded system that has no provision for licensing to its end
users.
9.2.1. The Application license for Third Parties must explicitly
exclude MathWorks and its Licensors from all liability for
damages or any obligation to provide remedial actions.
9.2.2. In no circumstance shall Licensee include a warranty for any
form of a Program that is inconsistent with or additional to
the warranty contained in the Agreement.
9.2.3. The additional translation, use, and deployment rights granted
in this Addendum are nontransferable without MathWorks'
consent and shall not be conveyed in Licensee's Application
license.
9.2.4. All copyright and proprietary notices for the Programs that
appear in the original form delivered to Licensee shall be
duplicated and included with Licensee's own copyright notices
for the Application, wherever they appear.
9.2.5. Licensee may not remove any copyright, trademark, logo,
proprietary rights, disclaimer or warning notice included on
or embedded in any part of the deployed Application.
9.3. Notwithstanding the termination of the Agreement, all valid
Application licenses shall remain and continue in full force and
effect, and, if the Agreement was not terminated due to: (a)
Licensee's failure to pay the applicable fees to MathWorks, (b)
Licensee's violation of the License restrictions, or (c) violation
of MathWorks' proprietary rights in the Programs; then Licensee
may continue to use the Programs to support Applications that have
been placed in use pursuant to an Application License prior to the
effective date of termination.
10. DISCLAIMER OF OBLIGATIONS AND LIABILITY.
10.1. MathWorks shall have no support or warranty obligations, and
disclaims all liability, for Applications developed or
distributed by Licensee.
10.2. Licensee agrees that prior to using, incorporating, or
distributing the Programs in any Application, it will thoroughly
test and validate the Application and the functionality of the
Programs in that Application and be solely responsible for any
problems or failures.
10.3. Licensee will defend, indemnify, and hold harmless MathWorks and
its Licensors, officers, directors, employees, agents and
resellers from and against any damages, liabilities, costs and
expenses (including reasonable fees of MathWorks' attorneys)
arising out of any Third Party claim or demand based on or
arising from, out of or in connection with (i) the creation, use,
or distribution of any Applications or (ii) the use of the
Programs by Licensee.
11. GENERAL. Licensee acknowledges and agrees that a breach of the
obligations set forth in this Addendum shall be a material breach of
the Agreement.
September 2007
PN 20348
Software License Agreement
IMPORTANT NOTICE
READ THE TERMS AND CONDITIONS OF YOUR LICENSE AGREEMENT CAREFULLY
BEFORE COPYING, INSTALLING, OR USING THE PROGRAMS OR DOCUMENTATION.
THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM
REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE
MATHWORKS, INC. ("MATHWORKS") CONCERNING THE PROGRAM(S) AND
DOCUMENTATION.
BY COPYING, INSTALLING, OR USING THE PROGRAMS AND DOCUMENTATION, YOU
ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO DO SO, DO
NOT COPY, INSTALL, OR USE THE PROGRAMS AND DOCUMENTATION.
_________________________________________________________________
The MathWorks, Inc. Software License Agreement
Installation and Use Addendum (if applicable)
Academic Installation and Use Addendum (if applicable)
Student Version Installation and Use Addendum (if applicable)
Deployment Addendum
The MathWorks, Inc. Software License 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 Programs also complies with such
obligations.
1.2. "Affiliate" means a legal entity which is controlled by, or
controls, or is under common control with Licensee. Control means
(i) beneficial ownership of at least fifty percent (50%) of the
voting securities of a corporation or other business organization
with voting securities, or (ii) a fifty percent (50%) or greater
interest in the profits and capital of a partnership or other
business organization without voting securities.
1.3. "Computer" means a single physical hardware system containing a
maximum of four (4) Processors. Each hardware partition, or blade
in a blade server, is considered to be a separate Computer, and a
hardware system with more than four (4) Processors is considered
to be more than one Computer.
1.4. "Documentation" means the user guides, if any, accompanying
delivery of a Program, as may be updated from time to time.
Documentation may be delivered in any medium or language.
1.5. "Internal Operations" means the use of a Program by employees,
consultants, student interns, and software administration
contractors of Licensee or an Affiliate on behalf of the Licensee
or Affiliate.
1.6. "Licensed User" means a user of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's Internal
Operations, to the extent permitted by the License Option
acquired.
1.7. "License Option" means the specific rights, restrictions, and
obligations under which Licensee may install and use a Program
pursuant to this Agreement, including those related to the
permitted Installation Type(s) associated with the License Option
acquired, as described in the applicable Installation and Use
Addendum, and including restrictions associated with the License
being an "Annual License," "Term License," "Perpetual License," or
"Student License" as described under Article 9.
1.8. "Licensor" means the person who, or entity which, grants a license
to MathWorks to redistribute that person's or entity's
intellectual property.
1.9. "PolySpace(TM) Products" means PolySpace(TM) Client for C/C++,
PolySpace(TM) Client for Ada, PolySpace(TM) Server for C/C++,
PolySpace(TM) Server for Ada, PolySpace(TM) Model Link SL,
PolySpace(TM) Model Link TL, and PolySpace(TM) UML Link RH.
1.10. "Processor" means a single integrated circuit on the motherboard
of a Computer that contains one or more cores which are used for
interpreting software instructions and processing data contained
in software programs.
1.11. "Program" means the software licensed hereunder, including
Documentation, enhancements and error corrections. Each product
licensed hereunder is a separate Program. "Ineligible Program"
is any Program that Licensee may not deploy, compile, distribute,
or call from a web application, as the case may be. A current
list of each Ineligible Program is available at
www.mathworks.com/ineligible_programs.
1.12. "Third Party" means any person or legal entity that is not
MathWorks, the Licensee, or an Affiliate.
2. ACCEPTANCE AND REFUNDS. If Licensee does not accept the terms and
conditions of this License and any applicable Addendum, or if Licensee
terminates this License, for any reason, within thirty (30) days of
Program delivery (the "Acceptance Period"), then Licensee shall
immediately return the Programs licensed hereunder to MathWorks or the
authorized distributor from whom Licensee acquired the Programs and,
if returned within the Acceptance Period, shall receive a full refund.
By retaining a Program throughout the Acceptance Period, Licensee
accepts the applicable rights, and agrees to be bound by the
applicable obligations and restrictions, of this Agreement including
the License Option acquired with respect to that Program.
3. LICENSE GRANT. MathWorks hereby grants to Licensee, subject to the
terms of this Agreement, a nonexclusive license (the "License") to:
3.1. install and use the Programs solely on Computers controlled by
Licensee, in accordance with the License Option acquired and
associated permitted Installation Type provisions contained in the
relevant Installation and Use Addendum, and solely for Internal
Operations;
3.2. provide access to online Documentation on Licensee's intranet,
provided it is not accessible over the open Internet;
3.3. print portions of the online Documentation for reasonable use by
Licensed Users; and
3.4. use the Programs as expressly set forth in the Deployment Addendum.
4. LICENSE RESTRICTIONS. The License is subject to the express
restrictions set forth below. Licensee shall not, and shall not permit
any Third Party to:
4.1. modify, or create any derivative work of, a Program or any part of
the licensed Programs, except as expressly permitted in Article 7
and the Deployment Addendum. Notwithstanding anything to the
contrary contained herein, any such permitted modifications must
be consistent with all other terms of this Agreement;
4.2. adapt, translate, copy, or convert all or any part of a Program in
order to create software, a principal purpose of which is to
perform the same or similar functions as Programs licensed by
MathWorks or to replace any component of the Programs;
4.3. rent, lease, or loan the Programs; use the Programs for supporting
Third Parties' use of the Programs, time share the Programs, or
provide service bureau or similar service use;
4.4. disassemble, decompile, reverse engineer the Programs 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);
4.5. sell, license, sublicense, publish, display, distribute,
disseminate, assign, or otherwise transfer (whether by sale,
exchange, lease, gift, or otherwise) to a Third Party the
Programs, any copy or portion thereof, or any License or other
rights thereto, in whole or in part, without MathWorks' prior
written consent, except as expressly permitted in the Deployment
Addendum;
4.6. alter, remove, or obscure any copyright, trade secret, patent,
trademark, logo, proprietary and/or other legal notices on or in
copies of the Programs;
4.7. 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' Programs;
4.8. provide access (directly or indirectly) to the Programs via a web
or network Application, except as permitted in Article 8 of the
Deployment Addendum;
4.9. copy, make available for copy, or otherwise reproduce the Programs,
in whole or in part, except either (a) as may be required for
their installation into Computer memory for the purpose of
executing the Program in accordance with the License Option and
associated permitted Installation Type(s), (b) as expressly
permitted in the Deployment Addendum, or (c) 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;
4.10. access or use Programs that Licensee is not currently licensed to
access or to use;
4.11. disclose the personal license password and/or license file to a
Third Party or allow them to be used except for installation and
use of the Programs as provided herein;
4.12. republish the Documentation, except as expressly permitted in
Article 3; and/or
4.13. create a server, for code generation, compilation, or other
Programs.
5. ADDITIONAL FEES. The fees for the License granted herein are
determined based upon Licensee's installation and use of the Programs
in the country in which the original delivery of the Programs occurs.
MathWorks may charge Licensee an additional fee for any subsequent
installation and use of the Programs licensed hereunder in any other
country.
6. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS.
The Programs shall at all times remain the property of MathWorks
and/or MathWorks' Licensors and Licensee shall have no right, title,
or interest therein, except as expressly set forth in this Agreement.
Licensee shall take appropriate action by instruction, agreement, or
otherwise with any persons permitted access to the Programs, so as to
enable Licensee to satisfy its obligations under the terms of this
Agreement.
7. LICENSES FOR THIRD PARTY SOFTWARE AND PRODUCTS. MathWorks has been
granted licenses to distribute certain Third Party software either as
part of a Program or, in the case of the PolySpace(TM) Products, as
separate products licensed under a separate license agreement. These
licenses require MathWorks to distribute the software, or the
PolySpace Products, as the case may be, to Licensee subject to
specific terms and conditions, which may be different from or
additional to those contained herein. Should such Third Party
software be provided under the Lesser General Public License, Licensee
may make modifications of the work identified in Section 6 of the
Lesser General Public License for Licensee's own use and reverse
engineering for debugging such modifications. Licensee agrees that
acceptance of this Agreement also confirms Licensee's acceptance of
any applicable Third Party software licenses. Such Third Party
licenses may be viewed at www.mathworks.com/thirdpartylicense.
Licensee may also contact MathWorks to obtain the current applicable
provisions.
8. SOFTWARE MAINTENANCE SERVICE. During any paid Software Maintenance
Service term, if applicable, MathWorks shall provide Software
Maintenance Service for the licensed Programs which consists of:
delivering subsequent releases of the Programs, if any, that are not
charged for separately; exerting reasonable efforts to both (a)
provide, within a reasonable time, workarounds for any material
programming errors in the current release of the Programs that are
directly attributable to MathWorks, and (b) correct such errors in the
next available release, provided Licensee provides MathWorks with
sufficient information to identify the errors. During this same paid
Software Maintenance Service term, Licensee shall also be entitled to
receive technical support for the current release. Technical support
means assistance by telephone, fax, and electronic mail with the
installation and/or use of the then-current release of the licensed
Programs, including all available bug fixes and patches, and their
interaction with supported hardware and operating systems
("Platforms"). MathWorks reserves the option to discontinue, in whole
or in part, and at any time, offering Software Maintenance Service
and/or technical support for any Program or Platform.
9. LICENSE DURATION ("TERM"). This Agreement shall continue until the
earlier of (a) termination by MathWorks or Licensee as provided below,
or (b) such time as there are no Programs being licensed to Licensee
hereunder.
9.1. For Annual Licenses: Licensee understands and agrees that each
Annual License will expire automatically immediately after its
corresponding one (1) year period, unless Licensee renews its
License by remitting the then-current annual License fee.
Licensee understands that the Programs will stop operating unless
Licensee pays the License fee and is provided new annual
passcodes. Licensee understands and agrees that the Software
Maintenance Service for each Annual License will terminate
automatically upon expiration of the Annual License Term.
9.2. For Term Licenses: Licensee understands and agrees that each Term
License will expire automatically immediately after the
corresponding period of the term licensed, unless Licensee renews
its License by remitting the then-current term License Fee.
Licensee understands that the Programs will stop operating unless
Licensee pays the license fee and is provided new term passcodes.
Licensee understands and agrees that the Software Maintenance
Service for each Term License will terminate automatically upon
expiration of the License Term.
9.3. For Perpetual Licenses: Licensee shall have the right to use the
Programs indefinitely, subject to the termination provisions in
this Agreement. Licensee understands and agrees that the Software
Maintenance Service for each Perpetual License will terminate
automatically upon expiration of the initial Software Maintenance
Service term included with the acquisition of the License.
Thereafter, the Software Maintenance Service term may be renewed
for any Program, at the then-current price, and for the
then-applicable term, as long as MathWorks offers such Software
Maintenance Service for such Program.
9.4. For Student Licenses: See the Student Version Installation and Use
Addendum for the License Term.
10. TERMINATION. MathWorks may terminate this Agreement and all Licenses
granted hereunder by written notice to Licensee if Licensee breaches
any material term of this License, including failure to pay any
License fees due, and Licensee has not cured such breach within sixty
(60) days of written notification. MathWorks may immediately
terminate upon notice this Agreement and all Licenses granted
hereunder should Licensee breach the terms and conditions of Articles
3, 4, and/or 11. Licensee may terminate this License at any time,
for any reason. Licensee shall not be entitled to any refund if this
License is terminated, except for License fees paid for any Programs
for which the Acceptance Period has not expired at the time of
termination. Upon termination, Licensee shall promptly return all
but archival copies of the Programs in Licensee's possession or
control, or promptly provide written certification of their
destruction.
11. EXPORT CONTROL. The Programs 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 Programs 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.
12. FEDERAL ACQUISITION. This provision applies to all acquisitions of
the Programs and Documentation by, for, or through the federal
government of the United States. By accepting delivery of the
Programs 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 Programs 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 Programs and Documentation, unused,
to MathWorks.
13. 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 Programs is necessary to enable
the Licensee to create an independent program that is interoperable
with the Programs 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.
14. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or
other conclusive proof of tax exempt status, Licensee shall pay all
applicable sales, use, excise, value-added, and other taxes, duties,
levies, assessments, and governmental charges payable in connection
with this Agreement or the Licenses granted hereunder, excluding
taxes based on or measured by MathWorks' income, for which MathWorks
shall be solely responsible.
15. 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.
16. LIMITATION OF LIABILITY. The Programs 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 a Program is 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 MathWorks' 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 the
amount paid to MathWorks under this Agreement in the twelve month
period preceding the claim in question, for the Program with respect
to which the liability in question arises; 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.
17. LIMITED WARRANTY/LIMITATION OF REMEDIES. MathWorks warrants that
MathWorks, on its own behalf or through its Licensors, has the right
to grant the License rights hereunder. MathWorks warrants that the
physical media provided shall be free from defects in material and
workmanship for a period of ninety (90) days from delivery, or it
will be replaced by MathWorks at no cost to Licensee. MathWorks
further warrants, for a period of one (1) year from delivery or for
the term of the License, whichever is less, that each copy of each
Program will conform in all material respects to the description of
such Program's operation in the Documentation. In the event that a
Program does not operate as warranted, Licensee's exclusive remedy
and MathWorks' sole liability under this warranty shall be the
correction or workaround by MathWorks of major defects within a
reasonable time. Should such correction or workaround be
impractical, MathWorks may, at its option, terminate the relevant
License and refund the initial License fee paid to MathWorks for such
Program. All requests for warranty assistance should be directed to
The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA 01760-2098,
U.S.A.
18. DISCLAIMER OF WARRANTIES. Except for warranties expressly set forth
in Article 17 of this Agreement (or as implied by law where the law
provides that the particular terms implied cannot be excluded by
contract), any and all Programs, Documentation, and Software
Maintenance Services 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 Programs, Documentation, and Software Maintenance
Services (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. Except for the express
warranties stated in Article 17 of this Agreement, the Programs,
Documentation, and Software Maintenance Services 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 Programs and Documentation 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. The warranty in Article 17 gives Licensee
specific legal rights and Licensee may also have other rights which
vary from state to state and country to country. Licensee accepts
responsibility for its use of the Programs 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.
20. COMPLIANCE AND AUDIT RIGHTS. Licensee agrees to notify MathWorks
promptly upon discovery of any failure to comply with one or more
Licenses granted under this Agreement, or any failure to comply with
any other material term of this Agreement. To confirm Licensee's
compliance with the terms and conditions of this Agreement, Licensee
agrees to allow MathWorks to audit Licensee's use of the Programs,
and to provide MathWorks access to Licensee's facilities and
Computers, and cooperation from Licensee's employees and consultants,
as reasonably requested by MathWorks in order to perform such audit,
all during normal business hours, and after reasonable prior notice
from MathWorks. If an audit discloses that Licensee has failed to
comply with one or more Licenses, and such failure to comply could
have in part or in whole been avoided by Licensee having paid
additional License fees to expand the scope of the License or
Licenses, then Licensee shall promptly pay MathWorks such Licensing
fees (at MathWorks' then current rates) and, if such unpaid License
fees exceed 5% of the License fees paid to MathWorks for the
applicable Programs during the applicable period during which such
underpayment occurred, then Licensee shall, in addition to paying the
unpaid License fees, also reimburse MathWorks the full cost of such
audit.
21. LICENSE MANAGEMENT. During installation, you, or the Programs, may
send information about the Programs and the Computer to MathWorks.
This information includes the version of the Programs, operating
system configuration parameters required for installation, and
machine- specific identification (the Macrovision FLEXNET(R)
"hostid") of the Computer. Licensee agrees that such information may
be retrieved and utilized by MathWorks for installation and license
management purposes.
22. HEADINGS. The inclusion of headings is for convenience of reference
only and shall not affect the construction or interpretation of this
Agreement.
23. ENTIRE AGREEMENT. This Agreement, and any applicable Addendum thereto
including any documents referenced therein are incorporated herein by
reference, and contain 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. In the
event of any conflict between this Agreement and any purchase order
executed by Licensee (whether executed before or after this
Agreement), this Agreement shall prevail.
The MathWorks, Inc. Software License Agreement - Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The Installation and Use provisions of this Addendum apply to
each Program licensed under the Agreement. The applicable provisions
are determined by the particular License Option that Licensee
acquired, including those related to the permitted Installation
Type(s) associated with the License Option acquired.
2. LICENSE OPTIONS AND PERMITTED INSTALLATION TYPES. At the time the
License is acquired, Licensee must select a License Option from those
offered on MathWorks' then-current price list. If the License Option
is not specified on Licensee's order, MathWorks shall determine the
License Option for Licensee by comparing the price paid to MathWorks'
then-current price list, less the appropriate discount, if any.
3. DEFINITIONS.
3.1. Installation Type. One or more of the Standalone Named User,
Network Named User, or Network Concurrent User installation types
available with respect to the License Option acquired.
3.2. License Manager. The Macrovision FLEXNET(R) license management
software provided with the Program(s).
3.3. Licensed Users. Those users of the Programs, designated by the
Licensee as authorized to use the Programs for Licensee's Internal
Operations, to the extent permitted by the License Option
acquired.
3.4. License Option. The specific rights, restrictions, and obligations
under which Licensee may install and use a Program pursuant to the
Agreement, including those related to the permitted Installation
Type(s) associated with the License Option acquired.
3.5. Named User. Licensed User designated and identified by Licensee as
the "Named User" for a License to a Program under the "Standalone
Named User" and "Network Named User" Installation Types.
4. INSTALLATION AND USE. Specific rights, obligations, and restrictions
apply to each License Option. Licensee's right to install and use the
Programs is determined by the License Option acquired, including the
permitted Installation Type(s) with respect to such License Option as
set forth in the table below. By accepting the terms and conditions
of the Agreement, Licensee also accepts the License Option acquired.
LICENSE OPTIONS AND INSTALLATION TYPES
License Option: Permitted Installation Types
Individual: Standalone Named User
Group*: Standalone Named User
Network Named User: Network Named User
Concurrent: Network Concurrent User
*In some countries, the Group License Option is not available. Contact
your local MathWorks representative for more information.
4.1. License Options.
4.1.1. Individual. Except as specifically set forth in Section 4.3
hereof, the Individual License Option permits only the
Standalone Named User Installation Type. Program use is
restricted to the single, designated Named User.
4.1.2. Group. Except as specifically set forth in Section 4.3 hereof,
the Group License Option permits only the Standalone Named
User Installation Type. The Programs may be operated by a
combined workgroup of Named Users, up to the maximum number of
Named Users licensed to use each Program. Licensee is
responsible for ensuring that the total number of Named Users
of each Program on a License does not exceed the number
licensed for each Program. This License Option must be
centrally administered and maintained. Licensee shall be
responsible for, and shall assign a central administrator the
task of, accurately counting and controlling the number of
Named Users allowed access to each Program, and installing and
administering the Programs including new versions of the
Programs delivered during any paid Software Maintenance
Service term.
4.1.3. Network Named User. Except as specifically set forth in
Section 4.3 hereof, the Network Named User License Option
permits only the Network Named User Installation Type.
4.1.4. Concurrent. Except as specifically set forth in Section 4.3
hereof, the Concurrent License Option permits only the Network
Concurrent User Installation Type.
4.2. Installation Types.
4.2.1. Standalone Named User. Programs may be installed and operated
on one or more individual Computers, provided the Programs are
only accessible to, and operated by, the Named User for that
License. The physical locations of the Computers used by the
Named User to run the Programs are not limited; the Computers
may be located at work, home, in a laboratory, or on a laptop.
Licensee may only designate one Licensed User access to or use
of the Programs under each Named User License. Licensee may
redesignate the Named User for a Program, whether temporarily
or not, no more than four (4) times per year. A Named User
may not use a Program on more than two (2) Computers
simultaneously.
4.2.1.1. Alternatively, for the Windows(R) platform only, Licensee
may install and operate the Programs on a single,
designated Computer, provided the Computer is not a
network server and the Programs are only operated from
that Computer's console by only one Licensed User at any
given time (a "Designated Computer" Installation Type).
Licensee may redesignate the Computer for a Program to a
different Computer, whether temporarily or not, no more
than four (4) times per year. This Designated Computer
Installation Type is in lieu of the Standalone Named User
rights above, not in addition to those rights, and is
intended to accommodate a single Windows Computer shared
by multiple Licensed Users.
4.2.2. Network Named User. Programs may only be installed in a
central location on a single designated network server.
Licensee must run the License Manager in its User-Based mode,
and edit the Local License Options file to maintain a list of
Named Users authorized to access and operate each Program.
Licensee may re-edit the list of Named Users in the Local
License Options file and may redesignate Named Users for a
Program, whether temporarily or not, no more than four (4)
times per year, provided the number of Named Users in the file
never exceeds the number licensed per Program. Portions of
the Programs may be installed on individual Computers to
accelerate startup times, as long as the installations on the
individual Computers are controlled by the License Manager on
the network server. A Named User may not use a Program on
more than two (2) Computers simultaneously.
4.2.3. Network Concurrent User. The Programs may only be installed in
a central location on a single designated network server.
Licensee must run the License Manager in its Concurrent mode
and may have only as many Licensed Users simultaneously
operating a Program at any given time as the number of
Concurrent keys acquired for that Program. Subject to the
foregoing, a Licensed User of the Concurrent License Option
may utilize any number of Computers served by a single License
Manager provided that, before using a Program on any Computer,
the Licensed User checks out a separate Concurrent key from
the License Manager for that Computer. Portions of the
Programs may be installed on individual Computers to
accelerate startup times, as long as the installations on the
individual Computers are controlled by the License Manager on
the network server. Licensees of the Concurrent License
Option are prohibited from providing Program access to users
located outside the country in which the License Manager
server is installed unless Licensee has contracted for global
use. For the purposes of the Concurrent License Option, all
servers located in a member country of the North American Free
Trade Agreement ("NAFTA") shall be considered located in the
same country as those of the other NAFTA members, and all
servers located in Iceland, Norway, Switzerland, or any member
country of the European Union ("EU") shall be considered
located in the same country.
4.3. MATLAB(R) Distributed Computing Engine. Licensees of the MATLAB(R)
Distributed Computing Engine Program ("MDCE") are permitted to
install and make available Programs, other than any Ineligible
Program, on one or more Computers ("Computer Cluster") solely
for use through the MDCE, provided that (1) the Programs on the
Computer Cluster are controlled by a single License Manager for
each MDCE, (2) the number of simultaneous Program sessions does
not exceed the number of MDCE workers acquired, (3) access to any
Program, whether in the MDCE or otherwise, remains limited to
those persons who are Licensed Users of such Programs, and the
Distributed Computing Toolbox; and 4) access to any Program,
including the MDCE, is not made available (i) to any Third Party
without the advance written consent of MathWorks, or (ii) to any
user outside the country in which the MDCE's License Manager
server is installed, unless the Licensee acquires a separate
license from MathWorks. For the purposes of this Section 4.3, all
MDCE License Manager servers located in a member country of the
North American Free Trade Agreement ("NAFTA") shall be considered
located in the same country as those of the other NAFTA members,
and all MDCE License Manager servers located in Iceland, Norway,
Switzerland, or any member country of the European Union ("EU")
shall be considered located in the same country.
5. REMOTE AND SHARED OPERATION.
Subject also to the foregoing:
5.1. Remote Access to the Desktop:
Using the Microsoft(R) Remote Desktop connection feature or
similar technologies:
5.1.1. Named Users and Network Named Users may remotely access
Programs for which they are licensed.
5.1.2. Network Concurrent Users may remotely access Programs served by
the License Manager server for the License under which they
are operating.
5.1.3. The Licensee of a Designated Computer Installation Type may
designate one Licensed User to remotely access the Programs
licensed on the Designated Computer for operation on that
Designated Computer. Licensee may redesignate such Licensed
User, whether temporarily or not, no more than four (4) times
per year.
5.2. Shared Access to the Desktop:
5.2.1 A Licensed User may use Microsoft(R) Remote Assistance
technology, NetMeeting(R) conferencing software, or similar
technologies to share the desktop view of a Program session
remotely with another individual for assistive purposes only.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT -
Academic Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The provisions of this Academic Installation and Use Addendum
apply to each Program licensed under the Agreement at prices offered
only to degree-granting educational institutions ("Academic prices")
for Academic Internal Operations only, as defined below. Research and
development divisions and centers of universities, U.S. government
agencies and other not-for-profit organizations do not qualify for
Academic prices. This Addendum imposes certain additional obligations
and restrictions with respect to the Programs licensed at such
Academic prices that are not contained in the Agreement. The
applicable provisions are determined by the particular Academic
License Option that Licensee acquires for each Program, including
those related to the permitted Installation Type(s) associated with
the Academic License Option acquired. In the event of a conflict
between the provisions of this Addendum and the Agreement, these
Addendum provisions shall apply.
2. ACADEMIC LICENSE OPTIONS AND PERMITTED INSTALLATION TYPES. At the time
the License is acquired, Licensee must select an Academic License
Option from those offered on MathWorks' then-current Academic price
list. If the License Option is not specified on Licensee's order,
MathWorks shall determine the License Option for Licensee by comparing
the price paid to MathWorks' then-current Academic price list, less
the appropriate discount, if any.
3. DEFINITIONS.
3.1. Installation Type. One or more of the Standalone Named User,
Network Concurrent User, or Designated Computer installation types
available with respect to the Academic License Option acquired.
3.2. Academic Internal Operations. The installation and use of the
Programs by Licensed Users, in accordance with the Academic
License Option acquired, for the purpose of (i) in the case of
employees (faculty and academic staff), performing software
administration, teaching, and noncommercial, academic research in
their ordinary course as Licensee's employees; and (ii) in the
case of enrolled students, meeting classroom requirements of
courses and study offered by the Licensee. Any other use is
expressly prohibited.
3.3. License Manager. The Macrovision FLEXNET(R) license management
software provided with the Programs.
3.4. Licensed Users. All enrolled students and employees (faculty and
academic staff) of the Licensee who are authorized by Licensee to
use the Programs for Academic Internal Operations in accordance
with the Agreement, as revised from time to time, and to the
extent permitted by the Academic License Option acquired. As used
herein, "employees" excludes subcontractors and consultants of the
Licensee.
3.5. Academic License Option. The specific rights, restrictions, and
obligations under which Licensee may install and use a Program
pursuant to the Agreement, including those related to the
permitted Installation Type(s) associated with the Academic
License Option acquired.
3.6. Named User. Licensed User designated and identified by Licensee as
the "Named User" for a License to a Program under the "Standalone
Named User" Installation Type.
4. INSTALLATION AND USE. Specific rights, obligations, and restrictions
apply to each Academic License Option. Licensee's right to install
and use the Programs is determined by the Academic License Option
acquired, including the permitted Installation Type(s) with respect to
such Academic License Option as set forth in the table below. By
accepting the terms and conditions of the Agreement, Licensee also
accepts the Academic License Option acquired, and agrees to use the
Programs only for Academic Internal Operations.
ACADEMIC LICENSE OPTIONS AND INSTALLATION TYPES
Academic License Options: Permitted Installation Types
Individual: Standalone Named User
Group: Designated Computer
Concurrent: Network Concurrent User
Classroom: Designated Computer, Network Concurrent User
4.1. Academic License Options.
4.1.1. Individual. Except as specifically set forth in Section 4.3
hereof, the Individual License Option permits only the
Standalone Named User Installation Type. Program use is
restricted to the single, designated Named User.
4.1.2. Group. Except as specifically set forth in Section 4.3
hereof, the Group License Option permits only the Designated
Computer Installation Type. The Programs may be operated on
up to the maximum number of Designated Computers licensed
for each Program. Licensee is responsible for ensuring that
the total number of Designated Computers on which each
Program is installed and used does not exceed the number
licensed for each Program. This License Option must be
centrally administered and maintained. Licensee shall be
responsible for, and shall assign a central administrator
the task of accurately counting and controlling the number
of Designated Computers on which installation of each
Program is allowed, and installing and administering the
Programs including new versions of the Programs delivered
during any paid Software Maintenance Service term.
4.1.3. Concurrent. Except as specifically set forth in Section 4.3,
the Concurrent License Option permits only the Network
Concurrent User Installation Type.
4.1.4. Classroom. Except as specifically set forth in Section 4.3,
the Classroom License Option permits only the Network
Concurrent User and/or Designated Computer Installation
Types. Notwithstanding the foregoing definition of Academic
Internal Operations, Programs licensed under the Classroom
License Option are further restricted to use in connection
with on-campus computing facilities that are used solely in
support of classroom instruction of students. Research use
is not permitted.
4.2. Installation Types.
4.2.1. Standalone Named User. The Programs may only be installed and
operated on one or more individual Computers, provided the
Programs are only accessible to, and operated by, the Named
User for that License. The physical locations of the
Computers used by the Named User to run the Programs are not
limited; the Computers may be located at work, home, in a
laboratory, or on a laptop. Licensee may only designate one
Licensed User access to or use of the Programs under each
Named User License. Licensee may redesignate the Named User
for a Program, whether temporarily or not, no more than four
(4) times per year. A Named User may not use a Program on
more than two (2) Computers simultaneously.
4.2.1.1. Alternatively, for the Windows(R) platform only, Licensee
may install and operate the Programs on a single,
designated, Computer as described in Section 4.2.2 below
(a "Designated Computer" Installation Type). This
Designated Computer Installation Type is in lieu of the
Standalone Named User rights above, not in addition to
those rights, and is intended to accommodate a single
Windows Computer shared by multiple Licensed Users.
4.2.2. Designated Computer. The Programs may only be installed and
operated on a single, designated Computer, provided the
Computer is not a network server and the Programs are only
operated from that Computer's console by only one Licensed
User at any given time. Licensee may redesignate the Computer
for a Program to a different Computer, whether temporarily or
not, no more than four (4) times per year.
4.2.3. Network Concurrent User. The Programs may only be installed in
a central location on a single designated network server.
Licensee must run the License Manager in its Concurrent mode
and may have only as many Licensed Users simultaneously
operating a Program at any given time as the number of
Concurrent keys acquired for that Program. Subject to the
foregoing, a Licensed User of the Concurrent License Option
may utilize any number of Computers served by a single License
Manager provided that, before using a Program on any Computer,
the Licensed User checks out a separate Concurrent key from
the License Manager for that Computer. Portions of the
Programs may be installed on university-owned or controlled
individual Computers to accelerate startup times, as long as
the installations on the individual Computers are controlled
by the License Manager on the network server. Licensees of
the Concurrent License Option are prohibited from providing
Program access to users located outside the country in which
the License Manager server is installed.
4.3. MATLAB(R) Distributed Computing Engine. Licensees of the MATLAB(R)
Distributed Computing Engine Program ("MDCE") are permitted to
install and make available Programs, other than any Ineligible
Program, on one or more Computers ("Computer Cluster") solely for
use through the MDCE, provided that (1) the Programs on the
Computer Cluster are controlled by a single License Manager for
each MDCE, (2) the number of simultaneous Program sessions does
not exceed the number of Engine workers acquired, (3) access to
any Program, whether in the MDCE or otherwise, remains limited to
those persons who are Licensed Users of such Programs, and the
Distributed Computing Toolbox; and (4) access to any Program,
including the MDCE, is not made available (i) to any Third Party
without the advance written consent of MathWorks, or (ii) to any
user outside the country in which the MDCE License Manager is
installed.
5. REMOTE AND SHARED OPERATIONS
Subject also to the foregoing:
5.1. Remote Desktop Access:
Using the Microsoft(R) Remote Desktop connection feature or
similar technologies:
5.1.1. Named Users may remotely access Programs for which they are
licensed.
5.1.2. Network Concurrent Users may remotely access Concurrent
Programs served by the License Manager server for the License
under which they are operating.
5.1.3. The Licensee of a Designated Computer Installation Type may
designate one Licensed User to remotely access the Programs
licensed on the Designated Computer for operation on that
Designated Computer. Licensee may redesignate such Licensed
User, whether temporarily or not, no more than four (4) times
per year.
5.2. Shared Access to the Desktop:
5.2.1. A Licensed User may use Microsoft(R) Remote Assistance
technology, NetMeeting(R) conferencing software, or similar
technologies to share the desktop view of a Program session
remotely with another individual for assistive purposes only.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT - Student
Version Installation and Use Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. SCOPE. The provisions of this Student Installation and Use Addendum
apply to the MATLAB(R) and Simulink(R) Student Version Programs and to
any other Programs licensed under the Agreement at prices offered to
students enrolled in degree-granting educational institutions
("Student prices"). This Addendum imposes certain additional
obligations and restrictions with respect to the Programs licensed at
such Student prices that are not contained in the Agreement. In the
event of a conflict between the provisions of this Addendum and the
Agreement, these Addendum provisions shall apply. The license
provided for in this Addendum is referred to as a "Student License".
2. RETURNS AND REFUNDS. Returns and refunds of Student License purchases
are subject to the refund policies at the time and point of purchase.
3. REGISTRATION AND ACTIVATION. The Programs contain technology for the
prevention of unlicensed or illegal use of the Programs. Licensee
agrees to the use and application of such technology in the Programs
(a) to limit the installation and use of the Programs by Licensee to a
finite number of Computers, and (b) to require Licensee's registration
of the Student License and activation of the Programs in advance of
the use of the Programs (other than for temporary use) as further
described in this Addendum and in the Documentation for the Programs.
4. ELIGIBILITY. Licensee further agrees to the following eligibility
restrictions of the Student License: the Licensee must be a student
enrolled in a degree-granting educational institution or participating
in a continuing education program at a degree-granting educational
institution.
5. LICENSE TERM. The Student License may be acquired (as available) in
one of two, separate term lengths, either the Standard Student License
Term (for the standard Student Version License) or the One-Year
Student License Term (for the Student Version One-Year License).
Licensees of the Standard Student License Term agree that their
Student License expires automatically immediately after the duration
of Licensee's enrollment in a degree-granting institution or
participation in a continuing education program of a degree-granting
institution. Licensees of the One-Year Student License Term agree
that their Student License expires automatically after one year, as
measured from the date the Student License is first activated.
6. INSTALLATION AND USE. The Student License permits the Licensee to use
the Programs at any time during the Term in accordance with the
Agreement on not more than two (2) Computers that Licensee owns or
leases provided (i) the Programs are only accessible to, and operated
by, Licensee, and (ii) Licensee has provided machine-specific
identification for such Computers through the registration and
activation process. Network installation is prohibited.
7. SOFTWARE MAINTENANCE SERVICE. Software Maintenance Service is not
available for a Student License.
8. ASSIGNMENT. Student Licenses are nontransferable.
9. DISTRIBUTION OF STUDENT VERSION LICENSES BY DEGREE-GRANTING EDUCATIONAL
INSTITUTIONS. A degree-granting educational institution (the
"Institution") may place orders for Student Licenses and add-on
Programs for its enrolled students only for installation and use in
accordance with this Addendum. It is expressly understood and agreed
the Institution shall take appropriate action to ensure (i) the
Agreement including this Addendum is delivered to each student
Licensee intact with the distribution of media; (ii) media seal
notices provided by MathWorks regarding the licensing of the Programs
are delivered intact to the student Licensees in receipt of media; and
(iii) each student Licensee is instructed not to copy the Programs or
use them for commercial purposes, and is required by the Institution
to de-install the Programs at the expiration of the Term for such
student Licensee.
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT -
Deployment Addendum
This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein. Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.
1. PURPOSE. The MathWorks, Inc. Software License Agreement (the
"Agreement") contains restrictions prohibiting Licensee from
modifying, distributing, or providing access to the Programs or any
Program Components (as defined below), except as expressly provided in
this Addendum. If the Programs licensed by Licensee under the
Agreement contain Source Code or Object Code Program Components, then
this Addendum sets forth the Licensee's rights with respect to
creating Applications and Derivative Forms and distributing
Applications, Derivative Forms, and Deployment Programs, as well as
certain additional obligations related thereto.
MathWorks or its Licensors retain all right, title, and interest in
its Programs, Program Components, and Derivative Forms of its
Programs.
2. USER CREATED FILES. This Addendum does not apply to M-files,
MDL-files, MEX-files, MAT-files, VHDL-files, Verilog-files, FIG-files
and P-files that are created by Licensee and that do not include any
code obtained from M-files, MAT-files, P-code, MDL-files, C/C++ files,
VHDL-files, Verilog-files, TLC-files, or other Source Code files
supplied with the Programs ("User Files"). Licensee may distribute,
sublicense, and resell without restriction, User Files.
3. NONCOMPETITION. Licensee agrees not to use the Programs, Derivative
Forms, Generated Forms, or Program Components to make or distribute
its own or a Third Party's Application, a principal purpose of which,
as reasonably determined by MathWorks, is to perform the same or
similar functions as Programs licensed by MathWorks or which replaces
any component of the Programs. Licensee shall not otherwise use the
Programs to compete with the products or businesses of MathWorks,
including by distributing Libraries, or any form of an entire Program
or a substantial portion of a Program.
4. DEFINITIONS.
4.1. Application. A software file that Licensee has created by either
(a) using a MathWorks Program to compile or translate Licensee
created Source Code or (b) incorporating or linking any part of
any Source Code, library file, or other Program Component provided
with the Program. An Application must contain original code
developed by Licensee and must provide substantial functionality
not contained in, or provided by, the Program Components that are
incorporated into such Application. If a software file created by
a Licensee incorporates Program Components, but does not meet the
requirements of the previous sentence, then it is a Derivative
Form (as defined below). An Application may contain Linked Object
Code which, if such Object Code was not Linked to the Application
and was a standalone file, would otherwise have been deemed a
Derivative Form.
4.2. Application License. A license granted by Licensee to its end-users
for the installation and use of Licensee's Application.
4.3. Generated Forms. The output of the MATLAB Compiler, Real-Time
Workshop(R), Stateflow(R) Coder, Simulink(R) HDL Coder, Embedded
Coders, and other MathWorks' code generation Programs in the form
of Source Code, as well as such Source Code converted to Object
Code or Linked forms.
4.4. Derivative Forms. A software file that Licensee has derived from
one or more Program Components (including without limitation by
incorporating, translating, or modifying, in whole or in part, any
Program Component), and which, if modified or copied without
MathWorks' authorization, would constitute a copyright
infringement or breach of the Agreement. A software file created
by Licensee which qualifies as an "Application" under the above
definition shall not be deemed a Derivative Form.
4.5. Linked. An executable or loadable file created by a compiler or
linker program combining Object Code module files.
4.6. MAT-file. The file format in which MATLAB stores data.
4.7. MCR Libraries. MATLAB Component Runtime support libraries and
other files for deployment of Applications created with the MATLAB
Compiler.
4.8. Object Code. The code created by a system compiler from source
code; also called "machine-readable code". Object Code can be
Linked with an appropriate linker to resolve address references
and may be combined with other Object Code for targeted execution
on a specific processor. Object Code includes "Object Code
libraries" and "shared libraries," which are groupings of Object
Code for specific purposes.
4.9. Program Component. Any portion of, or file provided with, a Program.
4.10. Source Code. Human-readable program code written in a higher-level
language such as C, C++, Java(TM), MATLAB(R), MDL, VHDL, Verilog,
or Fortran, which must be translated or compiled into
machine-readable language before it can be executed by a
Computer. Source Code also includes header files and other
human-readable files necessary for a Program to be compiled in
the higher-level language.
4.11. Standalone Application. An Application created using programming
languages and tools other than the Programs, which executes
outside of the Programs.
4.12. Deployment Program. Any MathWorks Program that either (a)
generates Object Code or Source Code in response to user input,
or (b) contains executable functions or data accessed by an
Application (such as a DLL file).
5. DEPLOYMENT PROGRAMS. Licensed Users of MathWorks' Deployment Programs
may automatically generate code from M-files, Simulink(R)/Stateflow(R)
diagrams, and other representations, into Generated Forms.
Furthermore, Licensee may copy and deploy these Generated Forms for
use outside of the Programs.
Not all Programs are eligible for deployment within Licensee's
Application. For a list of Ineligible Programs see
www.mathworks.com/ineligible_programs.
5.1. MATLAB(R) Application Deployment Programs
5.1.1. MATLAB(R) Compiler. Licensee may use and distribute the MCR
Libraries for the sole purpose of running Licensed User's
Application generated by the MATLAB Compiler. Licensee may
deploy, at no cost, copies of such Applications that
incorporate the MCR Libraries and compiled versions of M-files
from the licensed Programs required for the Application. No
further fees shall be due to MathWorks for such deployment
within such Applications, regardless of whether the
Application is distributed solely for Licensee's Internal
Operations or to Third Parties.
Licensee may make copies of the MCR Libraries accessible for
deployment on an internal server provided such deployment is
solely to its Licensed Users for use with an Application and
for Licensee's Internal Operations only. Licensee agrees to
employ the same security measures to protect the MCR Libraries
as it uses to safeguard Licensee's own proprietary
intellectual property, but in no event less than reasonable
care. No further fees shall be due to MathWorks for such
server deployment.
Licensee is prohibited from making copies of the MCR Libraries
accessible to any Third Party separate from a Licensed User's
Application.
5.1.1.1. Licensed User may include, by compilation for deployment,
only those select M-files from the licensed Programs
required for the Application.
5.1.1.2. In no event shall Licensee distribute any library header
files.
5.1.1.3. Licensee's Application may not provide functionality or
behavior similar to that of the MATLAB command line.
5.1.1.4. Licensee's Application may not allow operation of the code
generation capabilities of Programs.
5.1.1.5. Licensee's Application may not provide access to an entire
Program or a substantial portion of a Program.
5.1.1.6. Licensee shall include the notice "MATLAB(R). (c) 1984 -
[INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks,
Inc." in the deployed Application's About Box, or similar
visible location, and in the applicable documentation
distributed with each copy of the Application.
5.1.1.7. Licensee must state in the documentation or other materials
distributed with the Application that Licensee's limited
rights to the deployment are governed by a certain license
agreement between Licensee and MathWorks. Licensee may not
modify or remove any license agreement file (MathWorks or
Third-Party) that is included with the MCR Libraries ("MCR
Library License"). Licensee shall insure that any
licensee of the Application must first accept the terms of
such MCR Library License prior to installation of the
Application.
5.2. Simulink(R) Application Deployment Programs
5.2.1. Deployment Programs. MathWorks provides directories of C, C++,
Assembly, linker command files, template makefiles, project
files, and TLC source code files with Programs that implement
the real-time framework, code generation instructions,
libraries, and Application Programming Interface (API) for use
with the code generated by the Simulink family of products,
including Real-Time Workshop, Stateflow Coder, Simulink HDL
Coder, Embedded Coders and other Programs. Licensee may use,
copy, and modify these files in source code form for different
development targets provided that they are only copied for
development use in connection with Real-Time Workshop,
Embedded Coders, Stateflow Coder, or other code generation
Programs.
5.2.1.1. Licensee may copy and deploy these files outside of the
Programs in Linked Object Code form or Source Code form,
if only used in combination with code generated by those
Programs as part of a larger standalone Application.
5.2.1.2. No further fees shall be due to MathWorks for such
deployment within Licensee's Application, regardless of
whether the Application is deployed solely for Licensee's
Internal Operations or to Third Parties.
5.2.2. Real-Time Windows Target. Licensee may not incorporate
Real-Time Windows Target into an Application for deployment
without contracting with MathWorks for an OEM or VAR
agreement.
5.2.3. xPC Target. Licensee may develop Applications that incorporate
Linked-in copies of xPC Target and those files required for
the Application that have been compiled or otherwise obtained
from Real-Time Workshop and/or Stateflow Coder on a single
development PC, and download that Application to a target PC
directly connected to the development PC by either Ethernet or
serial connections. When running on xPC TargetBox(R), the
Application may also be used for standalone operation, without
connection to the development PC.
5.2.3.1. The right to distribute the Application beyond the target
PC is contingent upon acquiring a License for the xPC
Target Embedded Option. No further fees shall be due to
MathWorks for such deployment within Licensee's
Application, regardless of whether the Application is
deployed solely for Licensee's Internal Operations or to
Third Parties. Additionally, the Embedded Option License
allows for the deployment of API DLL's beyond the
development PC. No further fees shall be due to MathWorks
for such deployment outside of an Application, regardless
of whether the API DLL's are deployed solely for
Licensee's Internal Operations or to Third Parties.
6. OTHER SOURCE CODE AND SHARED OBJECT CODE LIBRARIES.
6.1. Programs may include selected Source Code and shared Object Code
library files that implement various documented application
programming interface capabilities of the Programs for which the
Source Code or shared library file is part.
6.1.1. Licensed User may use and modify the selected Source Code files
solely for creation of Licensee's own Applications. Licensee
may copy and distribute Object Code compiled from this Source
Code, but only as either standalone Object Code file
(regardless whether a Derivative Form) or Object Code Linked
to the Application, and only for use with and deployment of
Licensee's own Application.
6.1.2. Licensee may use, copy and distribute shared Object Code
library files (regardless whether a Derivative Form) for
deployment of Licensee's own Application, but only if a header
file exists in the Program for the shared library file.
Licensee may not copy or distribute header files themselves.
6.1.3. Licensee may not transfer Source Code, development rights, or
development capabilities for any Source Code or Object Code to
any Third Party.
6.2. MAT-files. Licensed User may create and distribute Applications
that read MAT-files using the MAT-file API, however, if such
Applications are distributed to Third Parties, they must also
implement MAT-file write capability.
7. DERIVATIVE FORMS. A Licensee shall only be permitted to distribute a
Derivative Form to Third Parties (a) to the extent expressly permitted
under Articles 5 or 6 of this Addendum, or (b) subject to the
requirements of this Article 7. A Licensee may only distribute a
Derivative Form to a Third Party under this Article 7 if such Third
Party is bound by a Software License Agreement with MathWorks that
requires such Third Party to treat such Derivative Forms received from
Licensee as such Third Party's own Derivative Form thereunder.
Licensee agrees that if such a Third Party provides Licensee with
software that is a Derivative Form under the terms of such Third
Party's Software License Agreement with MathWorks (or would otherwise
be a Derivative Form under the terms of this Agreement), then Licensee
shall treat such software as a Derivative Form hereunder as if
Licensee has modified or generated the software itself.
8. WEB APPLICATIONS. Only Programs licensed under the Network Concurrent
User or Designated Computer Installation Types may be called from
within a web Standalone Application, provided the web Standalone
Application does not provide access to the MATLAB command line, or any
of the licensed Programs with code generation capabilities. In
addition, Licensed Users may not provide access to an entire Program
or a substantial portion of a Program. Such operation of a Standalone
Application via a web interface may be provided to an unlimited number
of web browser clients, at no cost, for Licensee's own use for its
Internal Operations, and for use by Third Parties.
9. APPLICATION LICENSING. For any distribution of Applications containing
Object Code or Generated Forms to:
9.1. Licensee's internal organization: Licensee shall take appropriate
action by instruction, agreement, or otherwise with any recipients
of the Application, so as to enable Licensee to satisfy its
obligations under the terms of this Addendum and the Agreement.
9.2. Third Parties: Your Application shall be accompanied by an
Application License whose terms and conditions are at least as
restrictive as the Agreement, unless the Application is part of an
embedded system that has no provision for licensing to its end
users.
9.2.1. The Application license for Third Parties must explicitly
exclude MathWorks and its Licensors from all liability for
damages or any obligation to provide remedial actions.
9.2.2. In no circumstance shall Licensee include a warranty for any
form of a Program that is inconsistent with or additional to
the warranty contained in the Agreement.
9.2.3. The additional translation, use, and deployment rights granted
in this Addendum are nontransferable without MathWorks'
consent and shall not be conveyed in Licensee's Application
license.
9.2.4. All copyright and proprietary notices for the Programs that
appear in the original form delivered to Licensee shall be
duplicated and included with Licensee's own copyright notices
for the Application, wherever they appear.
9.2.5. Licensee may not remove any copyright, trademark, logo,
proprietary rights, disclaimer or warning notice included on
or embedded in any part of the deployed Application.
9.3. Notwithstanding the termination of the Agreement, all valid
Application licenses shall remain and continue in full force and
effect, and, if the Agreement was not terminated due to: (a)
Licensee's failure to pay the applicable fees to MathWorks, (b)
Licensee's violation of the License restrictions, or (c) violation
of MathWorks' proprietary rights in the Programs; then Licensee
may continue to use the Programs to support Applications that have
been placed in use pursuant to an Application License prior to the
effective date of termination.
10. DISCLAIMER OF OBLIGATIONS AND LIABILITY.
10.1. MathWorks shall have no support or warranty obligations, and
disclaims all liability, for Applications developed or
distributed by Licensee.
10.2. Licensee agrees that prior to using, incorporating, or
distributing the Programs in any Application, it will thoroughly
test and validate the Application and the functionality of the
Programs in that Application and be solely responsible for any
problems or failures.
10.3. Licensee will defend, indemnify, and hold harmless MathWorks and
its Licensors, officers, directors, employees, agents and
resellers from and against any damages, liabilities, costs and
expenses (including reasonable fees of MathWorks' attorneys)
arising out of any Third Party claim or demand based on or
arising from, out of or in connection with (i) the creation, use,
or distribution of any Applications or (ii) the use of the
Programs by Licensee.
11. GENERAL. Licensee acknowledges and agrees that a breach of the
obligations set forth in this Addendum shall be a material breach of
the Agreement.
September 2007
PN 20348
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