ORDER FOR SUPPLIES OR SERVICES P C, - .. GES IMPORTANT: Mark ah packages ans papers witn contract andlor order numeer- .A NJ: I 1. DATE OF ORDER 2 CONTRACT NO. (if any) 6. SHIP TO: GS35F4754G 3. ORDER NO. MODIFICATION NO. 4. REQUISITION/REFERENCE NO U. . NAE OF CONSIGNEE NRR-13-174 U.S. Nuclear Regulatory Commission HC-',3-P-O3-O103 .datec: 4i!25.'2[!3 Ic STREET ADDRESE 5. ISSUINI_4 LFFICE (Address correspondence to) -1 4L_34 Boilirtc Brook Par-kway . uclear Reaulacory Commission Atzn: Bl Herron c7 Con--racts T 7:aria Garcia, 301-492-3603 C, c. STATE i e. ZIP C.D= 1 a S_ oot TWB-Ol-BlOYE Rokil M I Wasnington, DC 20555 Rockville MO 2082 7. TO: SHIP VIA a.NAME OF CONTRACTOR DUNS: 144763067 DYME COMPUTER SYSTEIS, INC. 8 TYPE OF ORDER 1. COMPANY NAME a. PURCHASE b. DELIVERY REFERENCE YOUR _ Except for billing instructions on the reverse, this Please fumris the following on the terms and delivery order is subject to instructions c. STREET ADDRESS conditions specified on botn sides of this order contained on this side only of this form and is I LYME CNIN and on tt e attached sheet. iR any, including issued subject to me terms and conditions delivery as indicated. of the anove-numbereo montract d. CITY e. STATE f . ZIP CODE GIYMS NH 037680000 9. ACCOUNTING AND APPROPRIATION DATA 1D REQUISITIONING OFFICE NRP. 2013-13-20-11-4-156 J4610 253D 31x0200 FAIMIS: 131948 Obligates: $9,575.27 NAICS: 423430 PSC: 7030 11. OUSINESS CLASSIFICATION ICneck appropnate pox(es)) 12. F.O.B. POINT a C. SMALL [] b. OTHER THAN SMALL 7 c. DISADVANTAGED d. WOMEN-OWNED [] e. HUBZone I. SERVICE-DISABLED gl g. WOMEN-OWNED SMALL BUSINESS IWOSBE' h. EDWOSB VETERAN-OWNED ELIGIBLE UNDER THE WOSB PROGRAM 13. PLACE OF 14. GOVERNMENT BIL NO. 15. DELIVER TO F.O.B. POINT 16. DISCOUNT TERMS ON OR BEFORE (Date) a. INSPECTION b. ACCEPTANCE N/A 17. SCHEDULE (See reverse for Rejections) QUANTITY UNIT IQUANTITY ITeM NO. SUPPLIES OR SERVICES ORDERED UNIT PRICE AMOUNT ACCEPTED la) (b) (c) (d) (e) (f 1 tg) rrhis is a firt-fixed price delivery order. The contractor shall provide the U.S. Nuclear Regulatory onttission (NRC) with the following items: 0001 .LATLAB V2013A, INDIVIDUAL /GROUP,/NNU LICENSE 4 ea. IFG. Part No. MLI-V2012B 0002 STATTSICS TOO1BOX., V013,, INDVIDUAL/GROUP INU LICENSE I ea. 0003 ist Year Support and Upgrades for Included MathWorks 1 ea. [Products. MPG. Part No. MLSUPPORT Leriod of Performance: 06/01/2013 - 05/31/2014 oral Firm-Fixed Price: $9,575.27 yme Computer Systems, Inc. POCt: Richard Mussev, ý,[email protected], 603.795.4000 rRC Contracting Officer's Renresentazive (COR): Yong Li, Song. [email protected], 301-415-4141 18. SHIPPING POINT 19. GROSS SHIPPING WEIGHT 20. INVOICE NO. 21. MAIL INVOICE TO: 17h) TOTAL S a. NAME (Cont. SEEBUILLING a. zeoar-menc of Interior / NBC ON N-REC"Pa~en sNBCDenver@NBC. _o__,_ REVERSE c. STREET ADDRESS ior P.O. box) PHONE 17(i). Attn: Fiscal Services Branch - D2770 FAX: GRAND 7301 51. Mansfielc Avenue TOTAL CITY d. STATE e. ZIP CODE Denver C O 80Z_-2130 22. NAME )Tyoed) 22. UNITED STATES OF AMERICA NAVE (iiueda BY{S nspa[ure) ' . -. I DominicrUe C. Malone ,. tg . .(... / j |./ /" l•. I Concraczino Officer I I TITLE, CONTRACTINGIORDERING OFFICER AUTHORIZED • ' T lRODUCi';N PREVIOUS ED NOT USABLE SUNS! REVIEW COMPLETE OPTIONAL FORM 34 1 12) PRESCRIBED BY GS NAR 4B CFF, 5Z,.213(f)
Transcript
ORDER FOR SUPPLIES OR SERVICES P C, - .. GES
IMPORTANT: Mark ah packages ans papers witn contract andlor order numeer- .A NJ: I
1. DATE OF ORDER 2 CONTRACT NO. (if any) 6. SHIP TO:GS35F4754G
3. ORDER NO. MODIFICATION NO. 4. REQUISITION/REFERENCE NO U. .NAE OF CONSIGNEENRR-13-174 U.S. Nuclear Regulatory Commission
HC-',3-P-O3-O103 .datec: 4i!25.'2[!3 Ic STREET ADDRESE
18. SHIPPING POINT 19. GROSS SHIPPING WEIGHT 20. INVOICE NO.
21. MAIL INVOICE TO: 17h)TOTAL
S a. NAME (Cont.SEEBUILLING a. zeoar-menc of Interior / NBC
ON N-REC"Pa~en sNBCDenver@NBC. _o__,_
REVERSE c. STREET ADDRESS ior P.O. box) PHONE 17(i).Attn: Fiscal Services Branch - D2770 FAX: GRAND7301 51. Mansfielc Avenue TOTAL
CITY d. STATE e. ZIP CODE
Denver C O 80Z_-2130
22. NAME )Tyoed)
22. UNITED STATES OF AMERICA NAVE (iiueda
BY{S nspa[ure) ' . -. I DominicrUe C. Malone ,.tg . .(... / j |./ /" l•. I Concraczino Officer
I I TITLE, CONTRACTINGIORDERING OFFICER
AUTHORIZED • ' T lRODUCi';NPREVIOUS ED NOT USABLE SUNS! REVIEW COMPLETE OPTIONAL FORM 34 1 12)
PRESCRIBED BY GS NAR 4B CFF, 5Z,.213(f)
Table of Contents
DELIVERY ORDER TERMS AND CONDITIONS NOT SPECIFIED IN THE CONTRACT ............. 3
A.1 PACKAGING AND MARKING (AUG 2011) ................................................................... 3A .2 B RA N D IN G (A U G 2012) ............................................................................................... 3A.3 PERIOD OF PERFORMANCE (AUG 2011) ................................................................... 3A.4 ELECTRONIC PAYM ENT (AUG 2011) .......................................................................... 3A.5 COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPv6) IN ACQUIRING
ELECTRONIC AND INFORMATION TECHNOLOGY (EIT) (OCT 2012) ........................ 4A.6 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR
E M P LO Y E E S (A U G 2011) ............................................................................................ 4A.7 G REEN PURCHASING (JUN 2011) ............................................................................... 5A.8 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC
PAYMENT/REMITTANCE ADDRESS (AUG 2011) ....................................................... 5A.9 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT OF 1973, AS
DELIVERY ORDER TERMS AND CONDITIONS NOT SPECIFIED IN THE CONTRACT
1030 NRC ACQUISITION REGULATION (NRCAR) AUG 2011PROVISIONS AND CLAUSES
A.1 PACKAGING AND MARKING (AUG 2011)
(a) The Contractor shall package material for shipment to the NRC in such a manner that will ensure acceptance bycommon carrier and safe delivery at destination. Containers and closures shall comply with the SurfaceTransportation Board, Uniform Freight Classification Rules, or regulations of other carriers as applicable to the modeof transportation.
(b) On the front of the package, the Contractor shall clearly identify the contract number under which the product isbeing provided.
(c) Additional packaging and/or marking requirements are as follows:
A.2 BRANDING (AUG 2012)
.The Contractor is required to include the statement below in any publications, presentations, articles, products, ormaterials funded under this contract/order, to the extent practical, in order to provide NRC with recognition for itsinvolvement in and contribution to the project. If the work performed is funded entirely with NRC funds, then thecontractor must acknowledge that information in its documentation/presentation.
Work Supported by the U.S. Nuclear Regulatory Commission (NRC), Office of, under Contract/order numberGS35F4754G NRC-HQ-13-P-03-0103.
A.3 PERIOD OF PERFORMANCE (AUG 2011)
This contract shall commence on June 1, 2013 and will expire on May 31, 2014.
A.4 ELECTRONIC PAYMENT (AUG 2011)
The Debt Collection Improvement Act of 1996 requires that all payments except IRS tax refunds be made byElectronic Funds Transfer. Payment shall be made in accordance with FAR 52.232-33, entitled "Payment byElectronic Funds- Central Contractor Registration".
To receive payment, the contractor shall prepare invoices in accordance with NRC's Billing Instructions. Claimsshall be submitted on the payee's letterhead, invoice, or on the Government's Standard Form 1034, "Public Voucherfor Purchases and Services Other than Personal," and Standard Form 1035, "Public Voucher for Purchases Otherthan Personal - Continuation Sheet." The preferred method of submitting invoices is electronically to the Departmentof the Interior at [email protected]. If the contractor submits a hard copy of the invoice, it shallbe submitted to the following address:
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GS35F4754G NRC-HQ-13-P-03-0103
Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230
A.5 COMPLIANCE WITH INTERNET PROTOCOL VERSION 6 (IPv6) IN ACQUIRING ELECTRONICAND INFORMATION TECHNOLOGY (EIT) (OCT 2012)
(a) This procurement involves the acquisition of electronic and information technology (EIT), as defined in FAR2.101, that uses the Internet Protocol (IP).
(b) As used in this clause, "IPv6 Capable Products" means any product that meets the minimum set of mandatoryrequirements, appropriate to its Product Class, necessary for it to interoperate with other IPv6 products employed inIPv6 networks.
(c) In its quotation or proposal, the offeror shall provide a complete and signed USGv6 Suppliers Declaration ofConformity (SDOC) for all IPv6 capable products. See Internet site at www.nist.gov/itl/antd/usgv6.cfm. The offeror'ssubmitted SDOC should address all of the IPv6 capabilities/stacks claimed for the specific product being offered andreport appropriate conformance and interoperability testing results obtained from an accredited USGv6 testinglaboratory. If an offeror does not have an SDOC, the firm should sufficiently address the path forward relating to IPv6certification.
(d) If the offeror plans to offer a deliverable that involves EIT that may not comply with IPv6 requirements at thetime of delivery and receives the award for the contract/order, then the contractor shall obtain the Contracting Officer'swritten approval before commencing work on the deliverable.
(e) Should the offeror find that the Statement of Work/Specifications of this contract/order does not conform toIPv6 standards, it must notify the contracting officer in a timely manner of such nonconformance.
(f) The contractor shall flow down this clause into all subcontracts and other agreements that relate toperformance of this contract/order.
(g) The contractor shall ensure that all deliverables that involve EIT that use IP (products, services, software, etc.)comply with IPv6 standards and interoperate with both IPv6 and IPv4 systems and products.
A.6 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOREMPLOYEES (AUG 2011)
(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to theWhistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) andsubcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures onHandling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures andthe requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24 entitled: "Your RightsUnder the Energy Reorganization Act".
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GS35F4754G NRC-HQ-13-P-03-0103
(b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRC contractor andsubcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting or otheremployment discrimination practices with respect to compensation, terms, conditions or privileges of their employmentbecause the contractor or subcontractor employee(s) has provided notice to the employer, refused to engage inunlawful practices, assisted in proceedings or testified on activities concerning alleged violations of the Atomic EnergyAct of 1954 (as amended) and the Energy Reorganization Act of 1974 (as amended).
(c) The contractor shall insert this or the substance of this clause in any subcontracts involving work performedunder this contract.
A.7 GREEN PURCHASING (JUN 2011)
(a) In furtherance of the sustainable acquisition goals of Executive Order 13514, "Federal Leadership inEnvironmental, Energy, and Economic Performance" products and services provided under this contract/order shall beenergy- efficient (Energy Star or Federal Energy Management Program (FEMP) designated), water-efficient,biobased, environmentally preferable (e.g., Electronic Product Environmental Assessment Tool (EPEAT) certified),non-ozone depleting, contain recycled content, or are non-toxic or less toxic alternatives, where such products andservices meet agency performance requirements. http://www.fedcenter.gov/programs/eo13514/
(b) The contractor shall flow down this clause into all subcontracts and other agreements that relate to performanceof this contract/order.
A.8 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCEADDRESS (AUG 2011)
The Debt Collection Improvement Act of 1996 requires that all Federal payments except IRS tax refunds be madeby Electronic Funds Transfer. It is the policy of the Nuclear Regulatory Commission to pay government vendors bythe Automated Clearing House (ACH) electronic funds transfer payment system. Item 15C of the Standard Form 33may be disregarded.
A.9 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT OF 1973, AS AMENDED (AUG2011)
In 1998, Congress amended the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended by the WorkforceInvestment Act of 1998 (P.L. 105 - 220), August 7, 1998 to require Federal agencies to make their electronic andinformation technology (EIT) accessible to people with disabilities. Inaccessible technology interferes with an abilityto obtain and use information quickly and easily. Section 508 was enacted to eliminate barriers in informationtechnology, open new opportunities for people with disabilities, and encourage development of technologies that willhelp achieve these goals. The law applies to all Federal agencies when they develop, procure, maintain, or useelectronic and information technology. Under Section 508 (29 U.S.C. 794d), agencies must give disabled employeesand members of the public access to information that is comparable to access available to others.
Specifically, Section 508 of that Act requires that when Federal agencies develop, procure, maintain, or use EIT,Federal employees with disabilities have access to and use of information and data that is comparable to the accessand use by Federal employees who are not individuals with disabilities, unless an undue burden would be imposed onthe agency. (36 C.F.R. 1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and isviewable at: http:l/www.access-board.gov/sec5O8/standards.htm)
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GS35F4754G NRC-HQ-13-P-03-0103
Exceptions.
All EIT that the government acquires by purchase or by lease/rental under this contract must meet the applicableaccessibility standards at 36 C.F.R. Part 1194, unless one or more of the following exceptions at FAR 39.204 appliesto this acquisition (applicable if checked):
[] The EIT is for a national security system.
[] The EIT is acquired by a contractor incidental to a contract.
[] The EIT is located in spaces frequented only by service personnel for maintenance, repair or occasionalmonitoring of equipment.
[] Compliance with the applicable 36 C.F.R. Part 1194 provisions would impose an undue burden on the agency.
Applicable Standards.
The following accessibility standards from 36 C.F.R. Part 1194 have been determined to be applicable to thiscontract/order. See www.section508.gov for more information:
[X] 1194.21 Software applications and operating systems.
[11194.22 Web-based intranet and internet information and applications. 16 rules.
[11194.23 Telecommunications products.
[11194.24 Video and multimedia products.
[11194.25 Self contained, closed products.
[11194.26 Desktop and portable computers.
[11194.31 Functional performance criteria.
[11194.41 Information, documentation, and support.
Note: Under the Exceptions paragraph, the Contracting Officer should check the boxes for any exceptions thatapply. If no exceptions apply, then the Contracting Officer should, under the Applicable Standards paragraph, checkthe boxes that indicate which of the standards apply. See FAR Subpart 39.2 and www. section508.gov for additionalguidance.
Page 6
PRICE NEGOTIATION MEMORANDUM
BACKGROUND
The Request for Procurement action (RFPA) NRR-13-174 was submitted on April 25, 2013 in theamount of $9,600.00 (funded), for the purchase of MATLAB software, and Statistic ToolBox.
DISCUSSION
The Office of Nuclear Reactor Regulation (NRR) had the need to purchase MATLAB®, which is aunique type of software program which meets the NRC requirement found in 10 CFR 50, AppendixB. Equivalent Linear Site Response Analysis Program (ELSRAP) cannot be operated using alternatesoftware. No other alternatives exist because of the unique, very specialized nature of the softwarefor analysis of site response. Market research showed that this software was available through GSA,and therefore, it was decided that this would be purchased through GSA, among authorizedMathWorks resellers. A request for quote (RFQ) was posted on GSA eBuy, and one quote wasreceived from Lyme Computer Systems (LCS). The quote was then sent to the NRC ContractingOfficer's Representative (COR) for his review and approval.
PRICE FAIRNESS/REASONABLENESSThe quote submitted by LCS is technically acceptable, as stated by the COR. GSA has alreadydetermined their schedule prices to be fair and reasonable, so no separate fair and reasonablepricing determination is required. Based on the information stated above, award is recommendedto be made to Lyme Computer Systems in the amount of $9,575.27.
__ -3.
Karla F. Garcia DateContract Specialist
Dominiq IC. Malone DateContracting Officer
Order No.: GS35F4754G NRC-HQ-13-P-03-0103
BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (JULY 2011)
General: During performance and through final payment of this contract, the contractor isresponsible for the accuracy and completeness of data within the Central ContractorRegistration (CCR) database and for any liability resulting from the Government's reliance oninaccurate or incomplete CCR data.
The contractor shall prepare invoices/vouchers for payment of deliverables identified in thecontract, in the -manner described herein. FAILURE TO SUBMIT INVOICES/VOUCHERS INACCORDANCE WITH THESE INSTRUCTIONS MAY RESULT IN REJECTION OF THEINVOICENOUCHER AS IMPROPER.
Standard Forms: Payment requests for completed work, in accordance with the contract, shallbe submitted on the payee's letterhead, invoice/voucher, or on the Government's StandardForm 1034, "Public Voucher for Purchases and Services Other than Personal," and StandardForm 1035, "Public Voucher for Purchases Other than Personal--Continuation Sheet."
Electronic InvoiceNoucher Submissions: The preferred method of submittinginvoices/vouchers is electronically to the U.S. Department of the Interior's National BusinessCenter, via email to: NRCPayments NBCDenver(bNBC.qov.
Hard-Copy InvoiceNoucher Submissions: If you submit a hard-copy of the invoice/voucher,a signed original and supporting documentation shall be submitted to the following address:
Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230
Purchase of Capital Property: ($50,000 or more with life of one year or longer)
Contractors must report to the Contracting Officer, electronically, any capital property acquiredwith contract funds having an initial cost of $50,000 or more, in accordance with procedures setforth in NRC Management Directive (MD) 13.1, IV, C -"Reporting Requirements" (revised2/16/2011).
Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of Standard Form 26, Block 25 of Standard Form 33, or Block 18a ofStandard Form 1449, whichever is applicable.
Frequency: The contractor shall submit invoices/vouchers for payment once each month,unless otherwise authorized by the Contracting Officer.
Format: InvoicesNouchers shall be submitted in the format depicted on the attached sampleform entitled "InvoiceNoucher for Purchases and Services Other Than Personal". Alternateformats are permissible only if they address all requirements of the Billing Instructions. The
Attachment 1
Order No.: GS35F4754G NRC-HQ-13-P-03-0103
BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (JULY 2011)
instructions for preparation and itemization of the invoice/voucher are included with the sampleform.
Task Order Contracts: The contractor must submit a separate invoice/voucher for eachindividual task order with pricing information. This includes items discussed in paragraphs (a)through (p) of the attached instructions. In addition, the invoice/voucher must specify thecontract number, and the NRC-assigned task/delivery order number.
Final vouchers/invoices shall be marked "FINAL INVOICE" or "FINAL VOUCHER".
Currency: InvoicesNouchers must be expressed in U.S. Dollars.
Supersession: These instructions supersede previous Billing Instructions for Fixed-Price TypeContracts (June 2008).
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Order No.: GS35F4754G NRC-HQ-13-P-03-0103
BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (JULY 2011)
INVOICENOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL(SAMPLE FORMAT - COVER SHEET)
1. Official Agency Billing Office
Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230
2. InvoiceNoucher Information
a. Payee's DUNS Number or DUNS+4. The Payee shall include the Payee's Data UniversalNumber (DUNS) or DUNS+4 number that identifies the Payee's name and address. TheDUNS÷4 number is the DUNS number plus a 4-character suffix that may be assigned at thediscretion of the Payee to identify alternative Electronic Funds Transfer (EFT) accounts for thesame parent concern.
b. Payee's Name and Address. Show the name of the Payee as it appears in the contract andits correct address. Where the Payee is authorized to assign the proceeds of this contract inaccordance with the clause at FAR 52.232-23, the Payee shall require as a condition of anysuch assignment, that the assignee shall register separately in the Central ContractorRegistration (CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance withthe terms of this contract. See Federal Acquisition Regulation 52.232-33(g) Payment byElectronic Funds Transfer - Central Contractor Registration (October 2003).
c. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract(EWC)), GSA Federal Supply Schedule (FSS), Governmentwide Agency Contract (GWAC)number, or Multiple Agency Contract (MAC) number, as applicable.
d. Task Order Number. Insert the task/delivery order number (If Applicable). Do not includemore than one task order per invoice or the invoice may be rejected as improper.
e. InvoiceNoucher. The appropriate sequential number of the invoice/voucher, beginning with001 should be designated. Contractors may also include an individual internal accountingnumber, if desired, in addition to the 3-digit sequential number.
f. Date of InvoiceNoucher. Insert the date the invoice/voucher is prepared.
g. Billinq Period. Insert the beginning and ending dates (day, month, year) of the period duringwhich deliverables were completed and for which payment is requested.
h. Description of Deliverables. Provide a brief description of supplies or services, quantity, unitprice, and total price.
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Order No.: GS35F4754G NRC-HQ-13-P-03-0103
BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (JULY 2011)
i. Work Completed. Provide a general summary description of the services performed orproducts submitted for the invoice period and specify the section or Contract Line Item Number(CLIN) or SubCLIN in the contract pertaining to the specified contract deliverable(s).
j. Shipping. Insert weight and zone of shipment, if shipped by parcel post.
k. Charges for freight or express shipments. Attach prepaid bill if shipped by freight or express.
I. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt ofshipment.
m. For Indefinite Delivery contracts, the final invoice/voucher shall be marked FINAL INVOICE"
or "FINAL VOUCHER".
n. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.
o. Adiustments. Insert columns for any adjustments, including outstanding suspensions fordeficient or defective products or nonconforming services, for the current and cumulativeperiods.
p. Grand Totals.
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ADDENDUM A
The MathWo rks, 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 APPLICABIE ADDENDUM REPRESENTS THE ENTIREAGREEMENT BEIWEEN YOU (THE "LICENSEE') AND THE MATHWORKS, INC. ("MATHWORKS"')CONCERNING THE PROGRAM(S) AND DOCUMENTATION.
BY COPYING, INSTALLING, OR USING TilE PROGRAMS AND DOCUMENTATION, YOU ACCEPT THETERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO DO SO, DO NOT COPY, INSTALL, OR USETHE PROGRAMS AND DOCUMENTATION.
The MathWorks, Inc. Software License Agreement ............. I
Installation and Use Addendum (if applicable) .. ..... 5
Academic Installation and Use Addendum (if applicabie) 7.................. 7
Student Version installation and Use Addendum (if applicable) .................. q
Deployment Addendum .10
M MathWorkso
The MathWorks, Inc. Software License Agreement1. DEFINITIONS.
1.1. "Licensee" means you, whether an individual or an entity, to whomMathWorks grants the License, and who is responsible for complyingwith the contractual obligations of the License, and ensuring that anyonepermitted access to the Programs also complies with such obligations.
1.2. "Affiliate" means a legal entity which is controlled by, or controls, oris under common control with Licensee. Control means (i) beneficialownership of at least fifty percent (50%) of the voting securities of acorporation or other business organization with voting securities, or(ii) a fifty percent (50%) or greater interest in the profits and capital ofa partnership or other business organization without voting securities,provided that no other individual or entity other than the Licensee alsohas an equal fifty percent (50%) ownership or interest in the legal entity.
1.3. "Application" shall have the meaning ascribed to it in Section 4.1 of theDeployment Addendum anywhere the term is used in the upper case inthis Agreement.
1.4. "Computer" means a single physical hardware system containing amaximum of four (4) Processors. Each hardware partition, or blade ina blade server, is considered to be a separate Computer, and a hardwaresystem with more than four (4) Processors is considered to be more thanone Computer.
1.5. "Documentation" means the user guides, if any, accompanying deliver)yof a Program, as may be updated from time to time, including the bugreports made available at www.mathworks.com/support/bugreports.Documentation may be delivered in any medium or language.
1.6. "Internal Operations" means the use of a Program by employees,consultants, student interns, and software administration contractors ofLicensee or an Affiliate on behalf of the Licensee or Affiliate.
1.7. "Licensed User" means an individual authorized by the Licensee to usethe Programs for Licensee's Internal Operations, to the extent permittedby the License Option acquired.
1.8 "License Manager" means the FlexNet license management softwareprovided with the Program(s), or the MathWorks Hosted LicenseManager, as the context requires.
1.9. "License Option" means the specific rights, restrictions, and obligationsunder which Licensee may install and use a Program pursuant tothis Agreement, including those related to the permitted ActivationType associated with the License Option acquired, as described in theapplicable Installation and Use Addendum, and including restrictionsassociated with the License being an "Annual License:' "Term License:'"Perpetual License:' "Student License:' or "Certain MATLAB DistributedComputing Server ("MDCS") Uses:' as described under Article 9.
1.10. "Uicensor" means the person who, or entity which, grants a license toMathWorks to redistribute that person's or entity's intellectual property.
1.11. "Perpetual license" means the right to use the License indefinitelyprovided that the Licensee always remains in compliance with the termsof this Agreement.
1.12. "Processor" means a single integrated circut on the motherboardof a Computer that contains one or more cores which are used forinterpreting software instructions and processing data contained insoftware programs.
1.13. "Program" means the software licensed hereunder, includingDocumentation, enhancements and error corrections. Each productlicensed hereunder is a separate Program.
1.14. "Third Party" means any person or legal entity that is not MathWorks,the Licensee, or an Affiliate.
1.15. "Third Party Software" means the software referenced in Article 7 of thisAgreement.
2. ACCEPYANC: AND REFUNDS. If Licensee does not accept the terms andconditions of this License and any applicable Addendum, or if Licensee
terminates this License, for any reason, within thirty (30) days of Programdelivery (the "Acceptance Period"), then Licensee shall immediatelyreturn the Programs licensed hereunder to MathWorks or the authorizeddistributor from whom Licensee acquired the Programs and, if returnedwithin the Acceptance Period, shall receive a full refund. By retaininga Program throughout the Acceptance Period, Licensee accepts theapplicable rights, and agrees to be bound by the applicable obligations andrestrictions, of this Agreement including the License Option acquired withrespect to that Program.
3. LICENSE GRANT. The MathWorks Programs are licensed, not sold.MathWorks hereby grants to Licensee, subject to the terms of thisAgreement, a nonexclusive license (the "License") to:
3.1. install and use the Programs solely on Computers controlled byLicensee, in accordance with the License Option acquired and associatedpermitted Activation Type provisions contained in the relevantInstallation and Use Addendum, and solely for Internal Operations;
3.2. provide access to online Documentation on Licensee's intranet, providedit is not accessible over the open Internet;
3.3. print portions of the online Documentation for reasonable use byLicensed 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 setforth below. Licensee shall not, and shall not permit any Affiliate or anyThird PartY to:
4.1. modify, or create any derivative work of, a Program or any part of thelicensed Programs, except as expressly permitted in Article 7 and theDeplosyment Addendumn. Notwithstanding anything to the contrarycontained herein, any such permitted modifications must be consistentwith all other terms of this Agreement;
4.2. adapt, translate, copy, or convert all or any part of a Program in order tocreate software, a principal purpose of which is to perform the same orsimilar functions as Programs licensed by MathWorks or to replace anycomponent of the Programs;
4 .3. rent, lease, or loan the Programs; use the Programs for supporting ThirdParties' use of the Programs, time share the Programs, or provide servicebureau or similar service use;
4.4. disassemble, decompile, reverse engineer a Program, or any portionthereof, or attempt to gain access to its method of operation or sourcecode;
4.5. sell, license, sublicense, provide access, publish, display, distribute,disseminate, assign, or otherwise transfer (whether by sale, exchange,lease, gift, or otherwise) to a Third Party the Programs, any copy orportion thereof, or any License or other rights thereto, in whole or inpart, without MathWorks' prior written consent, except as expresslypermitted in the Deploymnent 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 thePrograms;
4.7. use MathWorks' name, trade names, logos, or other trademarks ofMath Works 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 inthe form provided by MathWorks, and then solely for purposes ofidentifying MathWorks' Programs;
4.8. provide access (directly or indirectly) to the Programs via a web ornetwork Application, except as permitted in Article 8 of the DeploymientAddendum;
4.9. copy, make available for cop), or otherwise reproduce the Programs,in whole or in part, except either (a) as may be required for theirinstallation for the purpose of executing the Program in accordancewith the License Option and associated permitted Activation Type, (b)
The MathWorks, Inc. Software License Agreement
as expressly permitted in the Deployment Addendum, or (c) to make areasonable number of copies solely for back-up purposes provided thatan-s such permitted copies shall reproduce all copyright, trade secret,patent, logo, proprietary and/or other legal notices contained in theoriginal copy obtained from MathWorks;
4.10. access or use Programs that Licensee is not currently licensed to accessor to use;
4.11. allow the Programs to be accessed or used by a Third Party except asspecifically provided in this Agreement.
4.12. disclose or transfer the activation key. login credentials, and/or licensefile to a Third Party, or allow them to be used by a Third Party except asprovided herein;
4.13. republish the Documentation, except as expressly permitted in Article 3;
4.14. create a server for code generation or deployment Applications;
4.15. disable or circumvent any technical limitations in the Programs ordisregard other limitations as set forth in www.mathworks.com/ineligibie-programs including those limitations that prevent certainPrograms or Program components from being compiled, distributed,called from a web application, or used with the MATLAB DistributedComputing Server, as the case may be. Licensee agrees not to workaround these limitations;
4.16. access, enable access to, modify. translate, or deploy temporaryintermediate files produced by a Program;
4.17. make any use of the License on behalf of or for the benefit of a ThirdParty in any manner that would constitute a violation of this License ifsuch use were directly made by the Third Party;
4.18. acquire the License if a principal purpose of the acquisition is to transferor assign the License to a Third Party; and/or
4.19 mechanize or automate the process of checking out or in license keysfor one or more Programs, including by running a second session of aProgram, running a Program to serve multiple users, or rebooting theLicense Manager, for a principal purpose of minimizing the Licensecheck out time of any Programs, or otherwise circumventing theintended License Manager operation.
5. ADDITIONAL FEES. The fees for the License are determined based upon thecountry where all Licensed User(s) are principally located. Additionalfees may apply to a transfer of the License, or the principal location of anyLicensed User, to another country, or to contract for global use. MathWorksmay restrict a transfer of a License to another country or restrict its use inanother country ifMathWorks reasonably believes that such transfer or usewill result in a breach ofthis Agreement.
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 interesttherein, except as expressly set forth in this Agreement. Licensee shalltake appropriate action by instruction, agreement, or otherwise withany persons permitted access to the Programs, so as to enable Licenseeto satisfy' its obligations under the terms of this Agreement, includingdisabling access to the Programs, in the event of a transfer of the License.
7. LICENSES FOR THIRD PARTY SOFTWARE. MathWorks has been grantedlicenses to distribute certain Third Parts Software as part ofor includedwith the Programs licensed. These licenses require MathWorks todistribute the software to Licensee subiect to specific terms and conditions,which may provide rights and impose restrictions for use of the Programs,including deployment of Applications, that are different from or additionalto those contained herein. Should such Third Party Software be providedunder the Lesser General Public License, Licensee may make modificationsof the work identified in Section 6 of the Lesser General Public Licensefor Licensee's own use and reverse engineering for debugging suchmodifications. Licensee agrees that acceptance of this Agreement alsoconfirms Licensee's acceptance of any applicable Third Party Software
licenses. Such Third Party licenses may be viewed at www.mathworks.com/thirdpartylicenseagreementsR2Ol2b.
8. SOFTWARE MAINTENANCE SERVICE. During any paid Software MaintenanceService term, if applicable, MathWorks shall provide its customarySoftware Maintenance Service for the licensed Programs which consists of:delivering subsequent releases of the Programs, if any, that are not chargedfor separately; exerting reasonable efforts to both (a) provide, within areasonable time, workarounds for any material programming errors in thecurrent release of the Programs that are directly attributable to MathWorks,and (b) correct such errors in the next available release, provided Licenseeprovides MathWorks with sufficient information to identif' the errors.During this same paid Software Maintenance Service term, Licenseeshall also be entitled to receive technical support for the current release.Technical support means assistance by telephone, web, and e-mail with theinstallation and/or use of the then-current release of the licensed Programs,including all available bug fixes and patches, and their interaction withsupported hardware and operating systems ("Platforms"). MathWorksreserves the option to discontinue, in whole or in part, and at any time,offering Software Maintenance Service and/or technical support for anyProgram, feature of a Program, or Platform.
9. LICENSE DURATION ("TERM"). This Agreement shall continue until theearlier of (a) termination by MathWorks or Licensee as provided below,or (b) such time as there are no Programs being licensed to Licenseehereunder.
9.1. For Annual Licenses: Licensee understands and agrees that each AnnualLicense and associated Software Maintenance Service will expireautomatically and the Programs will stop operating promptly after itscorresponding one (1) year period, unless Licensee renews its License byremitting the then-current annual License fee and provided the Licenseealways remains in compliance with the terms of this Agreement.
9.2. For Term Licenses: Licensee understands and agrees that each TermLicense and associated Software Maintenance Service will expireautomatically and the Programs will stop operating promptly after thecorresponding period of the term licensed, unless Licensee renews itsLicense by remitting the then-current term License fee and provided theLicensee always remains in compliance with the terms of this Agreement.
9.3. Far Perpetual Licenses: Licensee shall have the right to use the Programsindefinitely, subject to the termination provisions in this Agreement.Licensee understands and agrees that the Software Maintenance Service foreach Perpetual License will terminate automatically upon expiration of the initialSoftware Maintenance Service term induded with the acquisition of the License.Thereafter, the Software Maintenance Service term may be renewed forany Program, at the then-current price, and for the then-applicable term,as long as MathWorks offers such Software Maintenance Service for suchProgram and provided the Licensee always remains in compliance withthe terms of this Agreement.
9.4. For Student Licenses: See the Student Version Installation and UseAddendum for the License Term.
9.5 For Certain MDCS Uses: Licensee's use of MDCS in the manner describedin Section 3.3.2 of either the Installation and Use Addendum or theAcademic installation and Use Addendum may be terminated at anytime upon sixty days' notice, or sooner if, for any reason, MathWorks isinvoluntarily required to terminate the availability of such use.
1O. TERMINATION. MathWorks may terminate this Agreement and all Licensesgranted hereunder by written notice to Licensee if Licensee breaches anymaterial term of this Agreement, including failure to pay any License feesdue, and Licensee has not cured such breach within sixt' (60) days ofwritten notification. MathWorks may immediately terminate upon noticethis Agreement and all Licenses granted hereunder should Licensee breachthe terms and conditions of Articles 3, 4, 6, and/or 11. If Licensee or anyof its Affiliates commences or participates in any legal proceeding againstMathWorks or any of MathWorks' Affiliates challenging or asserting anyintellectual property rights in or against any of the Programs licensed
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The MathWorks, Inc. Software License Agreement
hereunder, then MathWorks may, without waiving any other legal rightsor remedies available to it, immediately terminate this License. Theforegoing sentence only applies to (a) a Licensee who has as its principalbusiness the holding of patents and who does not engage, either directlyor through an Affiliate, in any material active business of making productsthat embody the patents or (b) a Licensee who engages, either directly orthrough an Affiliate, in a principal business of licensing or making availablecommercial off the shelf ("COTS") software to Third Parties. Licensee mayterminate this License at any time, for any reason. Licensee shall not beentitled to any refund if this License is terminated, except for License feespaid for any Programs for which the Acceptance Period has not expiredat the time of termination. Upon termination for any reason, Licenseeshall promptly return all but archival copies of the Programs in Licensee'spossession or control, or promptly provide written certification of theirdestruction.
11. EXPORT CONTROL. The Programs may be subject to U.S. export controllaws or other (U.S. and non-U.S.) governmental export and import lawsand regulations. Notwithstanding any other term of this Agreement orThird Party agreement, Licensee's rights under this Agreement may notbe exercised by Licensee or any Third Party in violation of such laws andregulations, nor may this Agreement be transferred to any party wheredoing so would result in such a violation. The terms of any limitation onthe use, transfer or re-export of the Programs imposed by MathWorks inany Destination Control Statement or other document for the purpose ofexport control shall prevail over any term in this Agreement. It shall beLicensee's responsibility to comply with the latest United States or othergovernmental export and import regulations.
12. FEDERAL ACQUISITION. This provision applies to all acquisitions ofthe Programs and Documentation by, for, or through the federalgovernment of the United States. By accepting delivery of the Programsor Documentation, the government hereby agrees that this software ordocumentation qualifies as commercial computer software or commercialcomputer software documentation as such terms are used or defined inFAR 12.212, DFARS Part 227.72, and DFARS 252.227-7014. Accordingly,the terms and conditions of this Agreement and only those rights specifiedin this Agreement, shall pertain to and govern the use, modification,reproduction, release, performance, display, and disclosure of thePrograms and Documentation by the federal government (or other entityacquiring for or through the federal government) and shall supersedeany conflicting contractual terms or conditions. If this License fails tomeet the government's needs or is inconsistent in any respect with federalprocurement law, the government agrees to return the Programs andDocumentation, unused, to MathWorks.
13. FOR EUROPEAN UNION LICENSEES ONLY. Any contractual provisions of thisAgreement contrary to laws implemented pursuant to Article 6 of Directive2009/24/EC of the European Parliament and of the Council of 23 April2009 on the legal protection of computer programs or to the exceptionsprovided for in Article 5(2) and (3) of such Directive shall be null andvoid solely to the extent decompiling, disassembling, or otherwise reverse-engineering of the Programs is necessary to enable the Licensee to createan independent program that is interoperable with the Programs or anyother permitted objectives specified by such laws implemented under suchdirective (collectively, the "Permitted Objectives"), provided that any suchinformation gained is used solely for such Permitted Objectives and solelyin the European Union.
14. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates orother conclusive proof of tax exempt status, Licensee shall pay all applicablesales, use, excise, value-added, and other taxes, duties, levies, assessments,and governmental charges payable in connection with this Agreement orthe Licenses granted hereunder, excluding taxes based on or measured byMathWorks' income, for which MathWorks shall be solely responsible.
15. ASSIGNMENT. Licensee may not assign or otherwise transfer this Agreementand any License hereunder, by operation of law or otherwise, withoutthe written consent of MathWorks. Licensee agrees that MathWorksmay withhold such consent if it determines, in its sole discretion, thata principal purpose of the acquisition of this License was to assign the
License to a Third Party. In the case of any permitted or other lawfulassignment or transfer, the terms of this Agreement, including any Licensehereunder, shall be binding upon, and inure to the benefit of, the transfereeor assignee. MathWorks may charge Licensee an administrative fee for anypermitted assignment.
16. LIMITATION OF UABILITY. The Programs should not he relied on as the solebasis to solve a problem or implement a design whose incorrect solution orimplementation could result in injury to person or property. If a Program isemployed in such a manner, it is at the Licensee's own risk and MathWorks andIts Licensors explicitly disdaim all oiability for such misuse to the extent allowedby low. MathWorks' and MathWocks' Licensors' liability for death or personalInjury resulting from negligence or for any other matter in relation to which liabilityby law cannot be exduded or limited shall not be exduded or limited. Exceptas aforesaid, (a) any other liability of MathWorks and its Licensors (whether inrelation to breach of contract, negligence or otherwise) shall not in total exceedthe amount paid to MothWorks under this Agreement in the twelve month periodpreceding the daim in question, for the Program with respect to which the liabilityin question arises; and (b) MathWorks and its Licensors shall have no liabilityfor any indirect or consequential loss (whether foreseeable or otherwise andinduding loss of profits, loss of business, loss of opportunity, and loss of use ofany computer hardware or software). Same states do not allow the exdusionor limitation of incidental or consequential damages, so the above exdusion orlimitation may not apply to Licensee.
17. LIMITED WARRANTY/LIMITATION OF REMEDIES. MathWorks warrantsthat MathWorks, on its own behalf or through its Licensors, has theright to grant the License rights hereunder. MathWorks warrants thatthe physical media provided shall be free from defects in material andworkmanship for a period of ninety (90) days from delivery, or it willbe replaced by MathWorks at no cost to Licensee. MathWorks furtherwarrants, for a period of one (I) year from delivery or for the term of theLicense, whichever is less, that each copy of each Program will conformin all material respects to the description of such Program's operationin the Documentation. In the event that a Program does not operateas warranted, Licensee's exclusive remedy and MathWorks' sole liabilityunder this warranty shall be the correction or workaround by MathWorksof major defects within a reasonable time. Should such correction orworkaround be impractical, MathWorks may, at its option, terminate therelevant License and refund the initial License fee paid to MathWorks forsuch Program. All requests for warranty assistance should be directed toThe MathWorks, Inc., 3 Apple Hill Drive, Natick, MA 01760-2098, U.S.A.
18. DISCLAIMER OF WARRANTIES. Except for warranties expressly set forth inArtide 17 of this Agreement (or as implied by law where the law provides thatthe particular terms implied cannot be exduded by contract), any and all Programs,Documentation, and Software Maintenance Services are delivered "as is" andMothWorks makes and the Licensee receives no additional express or impliedwarranties. MathWorks and Its Licensors hereby expressly disdaim any andall other conditions, warranties, or other terms of any kind or nature concerningthe Programs, Documentation, and Software Maintenance Services (induding,without limitation, any with regard to infringement, merchantability, quality,accuracy, or fitness for a particular purpose or Licensee's purpose). MathWorksalso expressly disdaims any warranties that may be implied from usage oftrade, course of dealing, or course of performance. Except for the expresswarranties stated in Artide 17 of this Agreement, the Programs, Documentation,and Software Maintenance Services are provided with all faults, and the entirerisk of satisfactory quality, performance, accuracy, and effort is with Licensee.MathWorks does not warrant that the Programs and Documentation will operatewithout interruption or be error free. Some states and countries do oat allowlimitations on how long an implied warranty lasts, so the above limitation maynot apply to Licensee. The warranty in Artide 17 gives Licensee specific legalrights and Licensee may also have other rights which vary from state to state andcountry to country. Licensee accepts responsibility for its use of the Programs andthe results obtained therefrom.
19. GOVERNING LAW; JURISDICTION. This Agreement shall be interpreted,enforced and construed and the rights of the parties hereunder governedin all respects by the laws of the Commonwealth of Massachusetts, United
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The MathWorks, Inc. Software License Agreement
States of America, without regard to its conflicts of law provisions, andboth parties consent to the jurisdiction of the federal and state courtslocated in said Commonwealth and consent to the service of process,pleadings and notices in connection with any and all actions initiated insuch courts. The parties agree that a final judgment in any such actionor proceeding shall be conclusive and binding and may be enforcedin any other jurisdiction. To the extent any governing law, treaty, orregulation is in conflict with this Agreement, the conflicting terms ofthis Agreement shall be superseded only to the extent required by suchlaw, treaty, or regulation. If any provision of this Agreement shall beotherwise unlawful, void, or otherwise unenforceable, that provisionshall be enforced to the maximum extent permissible. In either case, theremainder of this Agreement shall not be affected. The parties agree thatthe U.N. Convention on Contracts for the International Sale of Goods shallnot apply to this Agreement. The parties further agree that the UniformComputer Information Transactions Act, or any version thereof, adoptedby 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 theapplicability of UCITA pursuant to the Opt-Out provision(s) containedtherein.
20. COMPLIANCE WITH LICENSES. Licensee agrees to notify MathWorkspromptly upon discovery of any failure to comply with this Agreement.Licensee agrees that, no more than once every twelve (12) months orwithin a reasonable time after a transfer, MathWorks or its authorizedrepresentative shall, upon reasonable prior notice, have the right to inspectLicensee's and Licensee's Affiliates' records, systems, and facilities, duringnormal business hours, to verify that Licensee's and its Affiliates' use of thePrograms is in conformity with valid licenses. Ifa verification disclosesthat Licensee's or any of its Affiliates' use is not in conformity with a validlicense, Licensee shall immediately take all necessary steps to cure any pastdefaults, including paying any unpaid license fees, to bring Licensee's orany of its Affiliates' use into conformit'.,
21. LICENSE MANAGEMENT. The Programs contain technology for the preventionof unlicensed use. The Programs require activation to exercise your rightsunder this Agreement. You may also need to activate if you redesignatethe Programs on your License or modify your hardware.
Activation associates the use of the Programs with a specific Computer,and in some cases the Licensed User. During activation, data about thePrograms and the Computer will be transmitted to MathWorks. This dataincludes the License information, Computer identification, and location.Some License Options may require the MathWorks Account informationand the operating system user name for the Licensed User. A License filewill be provided to complete activation.
22. HEADINGS. The inclusion of headings is for convenience of reference onlyand shall not affect the construction or interpretation of this Agreement.
23. ENTIRE AGREEMENT. This Agreement, and any applicable Addendumthereto including any documents referenced therein are incorporatedherein by reference, and contain the entire understanding of the partiesand may not be modified or amended except by written instrument,executed by authorized representatives of MathWorks and Licensee. Inthe event of any conflict between this Agreement and any purchase orderexecuted by Licensee (whether executed before or after this Agreement),this Agreement shall prevail.
4
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 meaningascribed to it in the Agreement.
I. SCOPE. The Installation and Use provisions of this Addendum apply toeach Program licensed under the Agreement. The applicable provisionsare determined by the particular License Option that Licensee acquired,including those related to the permitted Activation Type associated withthe License Option acquired.
2. DEFINITIONS.
2.1. Activation Type. One of the Standalone Named User, DesignatedComputer, Network Named User, or Network Concurrent UserActivation Types available with respect to the License Option acquired.
2.2. Ucensed User. An individual authorized by the Licensee to use thePrograms for Licensee's Internal Operations, to the extent permitted bythe License Option acquired.
2.3. License Option. The specific rights, restrictions, and obligations underwhich Licensee may install and use a Program pursuant to theAgreement, including those related to the permitted Activation Typeassociated with the License Option acquired.
2.4. Named User. A Licensed User designated and identified by Licenseeas the "Named User" for a License to a Program under either the"Standalone Named User" or "Network Named User" Activation Type.
3. INSTALLATION AND USE. Specific rights, obligations, and restrictions applyto each License Option. Licensee's right to install and use the Programsis determined by the License Option acquired, including the permittedActivation Type with respect to such License Option. By accepting theterms and conditions of the Agreement, Licensee also accepts the LicenseOption acquired.
3.1. License Options.
3.1.1. Individual. Except as specifically set forth in Section 3.3 hereof,the Individual License Option permits one Activation Type, eitherthe Standalone Named User Actvation Type or the DesignatedComputer Activation Type.
3.1.2. Network Named User. Except as specifically set forth in Section 3.3hereof, the Network Named User License Option permits onlythe Network Named User Activation Type.
3.1.3. Concurrent. Except as specifically set forth in Section 3.3 hereof,the Concurrent License Option permits only the NetworkConcurrent User Activation Type.
3.2. Activation Types.
3.2.1. Standalone Named User. Program use is restricted to the single,designated Named User. Programs may be activated and used onone or more individual Computers, provided the Programs areonly accessible to, and used by, the Named User for that License.The physical locations of the Computers used by the NamedUser to run the Programs are not limited; the Computers may belocated at work, home, in a laboratory, or on a laptop. Licenseemay only designate one Licensed User access to or use of thePrograms under each Named User License. A Computer loginof a Named User may not be shared with any other individual.Licensee may redesignate the Named User for a Program, whethertemporarily or not, no more than four (4) times in any twelve(12) month period. A Named User may not use a Program onmore than two (2) Computers simultaneously. In the case ofStandalone Named User Licenses licensed as part of a group,Licensee shall be responsible for, and shall assign an administrator
the task of, administering the Licenses and Programs, includingnew versions of the Programs delivered during any paid SoftwareMaintenance Service term.
3.2.2. Designated Computer. The Programs may only be activated and usedon a single, designated Computer, provided the Programs are onlyoperated from that Computer's console by only one Licensed Userat any given time. Licensee may redesignate the Computer for aProgram to a different Computer, whether temporarily or not, nomore than four (4) times in any twelve (12) month period. In thecase of Designated Computer Licenses licensed as part of a group,Licensee shall be responsible for, and shall assign an administratorthe task of, administering the Licenses and Programs, includingnew versions of the Programs delivered during any paid SoftwareMaintenance Service term.
3.2.3. Network Named User. Programs must be activated on a singleComputer. Licensee must run the License Manager and editthe Local License Options file to maintain a list of Named Usersauthorized to use each Program. Licensee may re-edit the listof Named Users in the Local License Options file and mayredesignate Named Users for a Program, whether temporarilyor not, no more than four (4) times in any twelve (12) monthperiod, provided the number of Named Users never exceeds thenumber licensed per Program. Programs may be installed in acentral location or on individual Computers to accelerate startuptimes, as long as the use on all Computers is controlled by theLicense Manager. A Named User may not use a Program on morethan two (2) Computers simultaneously. A Computer login of aNamed User may not be shared with any other individual.
3.2.4. Network Concarrent User. Programs must be activated on a singleComputer. Licensee must run the License Manager and may haveonly as many Licensed Users simultaneously using a Programat any given time as the number of Concurrent keys acquiredfor that Program. Subject to the foregoing, a Licensed User ofthe Concurrent License Option may utilize the Programs onany number of Computers served by a single License Managerprovided that, before using a Program on any Computer, theLicensed User checks out a separate Concurrent key from theLicense Manager for that Computer. Programs may be installedin a central location or on individual Computers to acceleratestartup times as long as the use on all Computers is controlledby the License Manager. Licensees of the Concurrent LicenseOption are prohibited from providing Program access to userslocated outside a single country unless Licensee has contractedfor global use. For the purposes of the immediately precedingsentence, member countries of the North American Free TradeAgreement ("NAFTA") shall be treated as a single country, andIceland, Norway, Switzerland, and any member countries of theEuropean Union ("EU") shall also be treated as a single country.
3.3. MATLAB Distributed Computing Server.
3.3.1. Licensees of the MDCS are permitted to install and make availablePrograms, other than Programs that are technically limited orotherwise limited as set forth at www.mathworks.com/inerigible-programs, on one or more Computers ("ComputerCluster") solely for use through the MDCS, provided that (I ) thePrograms on the Computer Cluster are controlled by a single LicenseManager for each MDCS, (2) the number of simultaneous Programsessions does not exceed the number of MDCS workers acquired, (3)access to any Program, whether in the MDCS or otherwise, remainslimited to those persons who are Licensed Users of such Programs andthe Parallel Computing Toolbox ("PCT"); (4) access to any worker mustbe enabled through a validly licensed use of the PCT; and (5) accessto any Program, including the MDCS, is not made available (i) to anyThird Party without the advance written consent of Math'Works, or
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The MathWorks, Inc. Software License Agreement - Installafion and Use Addendum
hii) to any user outside the country for which the MDCS is licensed,unless the Licensee has contracted for global use. For the purposes of'the immediately preceding sentence, member countries of the NorthAmerican Free Trade Agreement ("NAFTA") shall be treated as a singlecountry, and Iceland, Norway, Switzerland, and any member countries ofthe European Union ("EU") shall also be treated as a single country.
3.3.2. Notwithstanding the restriction contained in 3.3.1(2)immediately above but subject to all other restrictions in 3.3.1,Licensed Users of MDCS may also scale the number of MDCSworkers on the following additional terms: (1) Licensee employsthe MathWorks Hosted License Manager ("MHLM") for itslicense management; and (2) Licensee agrees, on behalf of itsLicensed Users, to the terms of use at www.mathworks.com/mdcstermsofuse, including the obligation to pay all MDCSon-demand fees incurred by its Licensed Users applicable totheir on-demand use, if any, of MDCS workersJwww.mathworks.com/mdcspricingpolicy (which fees areseparate from any fees that may be due to any cloud providersfor use of their platforms, products, or services)].
3.4. MATLAB Production Server: Licensees of the MATLAB Production Server("MPS") are permitted to install and use MPS for the sole purpose ofscheduling and running Applications generated with Licensee's validlylicensed MATLAB Compiler Program, provided that the number ofworkers running simultaneously on one or more computers does notexceed the number of MPS workers acquired. Licensee may makethe Applications running on MPS accessible to end users globally,including Third Parties, via a web interface, or other interface providedby Licensee, subject to the restrictions of Section 5.2 of the DeploymentAddendum.
4. REMOTE AND SHARED OPERATION.
Subject also to the foregoing:
4.1. Remote Access to the Desktop: Using the Microsoft Remote Desktopconnection feature or similar technologies:
4.1.1. Named Users and Network Named Users may remotely accessPrograms for which they are licensed.
4.1.2. Network Concurrent Users may remotely access Programs servedby the License Manager for the License under which they areoperating.
4.1.3. The Licensee of a Designated Computer Activation Type maydesignate one Licensed User to remotely access the Programslicensed on the Designated Computer for operation on thatDesignated Computer. Licensee may redesignate such LicensedUser, whether temporarily or not, no more than four (4) times inany twelve (12) month period.
4.2. Shared Access to the Desktop:
4.2.1. A Licensed User using Microsoft Remote Assistance technology,NetMeeting conferencing software, or similar technologiesmay share remotely the desktop view of a Program session withanother individual for assistive or demonstrative purposes only.
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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 meaningascribed to it in the Agreement.
1. SCOPE. The provisions of this Academic Installation and Use Addendumapply to each Program licensed under the Agreement at prices offeredonly to degree-granting educational institutions ("Academic prices")for Academic Internal Operations only, as defined below. Researchand development divisions and centers of universities, U.S. governmentagencies and other not-for-profit organizations do not qualify forAcademic prices. This Addendum imposes certain additional obligationsand restrictions with respect to the Programs licensed at such Academicprices that are not contained in the Agreement. The applicable provisionsare determined by the particular Academic License Option that Licenseeacquires for each Program, including those related to the permittedActivation Type associated with the Academic License Option acquired.In the event of a conflict between the provisions of this Addendum and theAgreement, these Addendum provisions shall apply
2. DEFINITIONS.
2.1. Academic Internal Operations. The installation and use of the Programsby Licensed Users, in accordance with the Academic License Optionacquired, for the purpose of (i) in the case of employees (facultyand academic staff), performing software administration, teaching,and noncommercial, academic research in their ordinary course asLicensee's employees; and (ii) in the case of enrolled students, meetingclassroom requirements of courses and study offered by the Licensee.Any other use is expressly prohibited.
2.2. Activation Type. One of the Standalone Named User, DesignatedComputer, or Network Concurrent User Activation Types available withrespect to the Academic License Option Acquired.
2.3. Licensed Users. All enrolled students and employees (faculty andacademic staff) of the Licensee who are authorized by Licensee to usethe Programs for Academic Internal Operations in accordance with theAgreement, as revised from time to time, and to the extent permittedby the Academic License Option acquired. As used herein, "employees"excludes subcontractors and consultants of the Licensee.
2.4. Academic License Option. The specific rights, restrictions, and obligationsunder which Licensee may install and use a Program pursuant to theAgreement, including those related to the permitted Activation Typeassociated with the Academic License Option acquired.
2.5. Named User. Licensed User designated and identified by Licensee asthe "Named User" for a License to a Program under the "StandaloneNamed User" Activation Type.
3. INSTALLATION AND USE. Specific rights, obligations, and restrictions applyto each Academic License Option. Licensee's right to install and usethe Programs is determined by the Academic License Option acquired,including the permitted Activation Type with respect to such AcademicLicense Option. By accepting the terms and conditions of the Agreement,Licensee also accepts the Academic License Option acquired, and agrees touse the Programs only for Academic Internal Operations.
3.1. Academic License Options.
3.1.1. Individual. Except as specifically set forth in Section 3.3 hereof,the Individual License Option permits one Activation Type,either the Standalone Named User Activation Type or theDesignated Computer Activation Type.
3.1.2. Concurrent. Except as specifically set forth in Section 3.3,the Concurrent License Option permits only the NetworkConcurrent User Activation Type.
3,1.3. Classroom. Except as specifically set forth in Section 3.3, theClassroom License Option permits one Activation Type, eitherthe Network Concurrent User Activation Type or the DesignatedComputer Activation Type. Notwithstanding the foregoingdefinition of Academic internal Operations, Programs licensedunder the Classroom License Option are further restricted to usein connection with on-campus computing facilities that are usedsolely in support of classroom instruction of students. Researchuse is not permitted.
3.2. Activation types.
3.2.1. Standalone Named User. Program use is restricted to the single,designated Named User. Programs may be activated and used onone or more individual Computers, provided the Programs areonly accessible to, and used by, the Named User for that License.The physical locations of the Computers used by the NamedUser to run the Programs are not limited; the Computers may belocated at work, home, in a laboratory, or on a laptop. Licenseemay only designate one Licensed User access to or use of thePrograms under each Named User License. A Computer loginof a Named User may not be shared with any other individual.Licensee may redesignate the Named User for a Program,whether temporarily or not, no more than four (4) times inany twelve (12) month period. A Named User may not use aProgram on more than two (2) Computers simultaneously.
3.2.2. Designated Computer. The Programs may only be activated andused on a single, designated Computer, provided the Programsare only operated from that Computer's console by only oneLicensed User at any given time. Licensee may redesignatethe Computer for a Program to a different Computer, whethertemporarily or not, no more than four (4) times in any twelve(12) month period. In the case of Designated Computer Licenseslicensed as part of a group, Licensee shall be responsible for,and shall assign an administrator the task of, administering theLicenses and Programs, including new versions of the Programsdelivered during any paid Software Maintenance Service term.
3.2.3. Network Concurrent User. Programs must be activated on a singleComputer. Licensee must run the License Manager and mayhave only as many Licensed Users simultaneously operating aProgram at any given time as the number of Concurrent keysacquired for that Program. Sub)ect to the foregoing, a LicensedUser of the Concurrent License Option may utilize the Programson any number of Computers served by a single License Managerprovided that, before using a Program on any Computer, theLicensed User checks out a separate Concurrent key from theLicense Manager for that Computer. Programs may be installedin a central location, on institution-owned or Licensee's faculty,research and academic staff personally-owned computers toaccelerate startup times, as long as the installations on theindividual Computers are controlled by the License Manager.Licensee is prohibited from allowing installation of the Programson students' own computers. Licensees of the Concurrent LicenseOption are prohibited from providing Program access to userslocated outside a single country.
3.3. MATLAB Distributed Computing Server.
3.3.1. Licensees of the MDCS are permitted to install and makeavailable Programs, other than Programs that are technicallylimited or otherwise limited as set forth at www.mathworks.com/ineligible-programs, on one or more Computers("Computer Cluster") solely for use through the MDCS, providedthat (1) the Programs on the Computer Cluster are controlledby a single License Manager for each MDCS, (2) the number ofsimultaneous Program sessions does not exceed the number ofMDCS workers acquired, (3) access to any Program, whether inthe MDCS or otherwise, remains limited to those persons whoare Licensed Users of such Programs and the Parallel Computing
7
The MathWorks, Inc. Software License Agreement- Academic Installation and Use Addendum
Toolbox ("PCT"); (4) access to any worker must be enabledthrough a validly licensed use of the PCT, and (5) access to anyProgram, including the MDCS, is not made available (i) to anyThird Party without the advance written consent of MathWorks,or (ii) to any user outside the country for which the MDCS islicensed.
3.3.2. Notwithstanding the restriction contained in 3.3.1(2)immediately above but subject to all other restrictions in 3.3.1,Licensed Users of MDCS may also scale the number of MDCSworkers on the following additional terms: (1) Licensee employsthe MathWorks Hosted License Manager ("MHLM") for itslicense management; and (2) Licensee agrees, on behalf of itsLicensed Users, to the terms of use at www.mathworks.com/mdcstermsofuse, including the obligation to pay all MDCS on-demand fees incurred by its Licensed Users applicable to theiron-demand use, if any, of MDCS workers (see www.mathworks.com/mdcspricingpolicy). Any fees that may be due to any cloudproviders for use of their platforms, products, or services areseparate and are the responsibility of the Licensee.
3.4. MATLAB Production Server: Licensees of the MATLAB Production Server("MPS") are permitted to install and use MPS for the sole purpose ofscheduling and running Applications generated with Licensee's validlylicensed MATLAB Compiler Program, provided that the number ofworkers running simultaneously on one or more computers does notexceed the number of MPS workers acquired. Licensee may makethe Applications running on MPS accessible to end users globally,including Third Parties, via a web interface, or other interface providedby Licensee, subject to the restrictions of Section 5.2 of the DeploymentAddendum.
4. REMOTE AND SHARED OPERATIONS
Subject also to the foregoing:
4.1. Remote Desktop Access: Using the Microsoft Remote Desktop connectionfeature or similar technologies:
4.1.1. Named Users may remotely access Programs for which they arelicensed.
4.1.2. Network Concurrent Users may remotely access Programsserved by the License Manager for the License under which theyare operating.
4.1.3. The Licensee of a Designated Computer Activation Type maydesignate one Licensed User to remotely access the Programslicensed on the Designated Computer for operation on thatDesignated Computer. Licensee may redesignate such LicensedUser, whether temporarily or not, no more than four (4) times inany twelve (12) month period.
4.2. Shared Access to the Desktop:
4.2.1. A Licensed User using Microsoft Remote Assistance technology,NetMeeting conferencing software, or similar technologiesmay share remotely the desktop view of a Program session withanother individual for assistive or demonstrative purposes only.
The MathWorks, Inc. Software License Agreement - Student Version Installafion 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 meaningascibed to It in the Agreement.
I SCOPE. The provisions of this Student Installation and Use Addendumapply to the MATLAB and Simulink Student Version Programs and toany other Programs licensed under the Agreement at prices offered tostudents enrolled in degree-granting educational institutions ("Studentprices"). This Addendum imposes certain additional obligations andrestrictions with respect to the Programs licensed at such Student pricesthat are not contained in the Agreement. In the event of a conflict betweenthe provisions of this Addendum and the Agreement, these Addendumprovisions shall apply. The license provided for in this Addendum isreferred to as a "Student License".
2. RETURNS AND REFUNDS. Returns and refunds of Student License purchasesare sub)ect to the refund policies at the time and point of purchase.
3. REGISTRATION AND ACTIVATION. The Programs contain technology for theprevention of unlicensed or illegal use of the Programs. Licensee agreesto the use and application of such technology in the Programs (a) to limitthe use of the Programs by Licensee to a finite number of Computers,and (b) to require Licensee's registration of the Student License andactivation of the Programs in advance of the use of the Programs (otherthan for temporary use) as further described in this Addendum and in theDocumentation for the Programs.
4. ELIGIBILITY. Licensee further agrees to the following eligibility restrictionsof the Student License: the Licensee must be a student enrolled in adegree-granting educational institution or participating in a continuingeducation program at a degree-granting educational institution.
5. LICENSE TERM. The Student License may be acquired (as available) inone of two, separate term lengths, either the Standard Student LicenseTerm (for the standard Student Version License) or the One-Year StudentLicense Term (for the Student Version One-Year License). Licensees of theStandard Student License Term agree that their Student License expiresautomatically immediately after the duration of Licensee's enrollmentin a degree-granting institution or participation in a continuingeducation program of a degree-granting institution. Licensees of theOne-Year Student License Term agree that their Student License expiresautomatically after one year, as measured from the date the StudentLicense is first activated.
6. INSTALLATION AND USE. The Student License permits the Licensee touse the Programs at any time during the Term in accordance with theAgreement on one Computer that Licensee owns or leases provided (i) thePrograms are only accessible to, and used by, Licensee, and (ii) Licenseehas provided machine-specific identification for such Computer throughthe registration and activation process. Network installation is prohibited.
7. SOFTWARE MAINTENANCE SERVICE. Software Maintenance Service is notavailable for a Student License.
8. ASSIGNMENT. Student Licenses are nontransferable.
9. DISTRIBUTION OF STUDENT VERSION LICENSES BY DEGREE-GRANTINGEDUCATIONAL INSTITUTIONS. A degree-granting educational institution (the"Institution") may place orders for Student Licenses and add-on Programsfor its enrolled students only for installation and use in accordance withthis Addendum. It is expressly understood and agreed the Institutionshall take appropriate action to ensure (i) the Agreement includingthis Addendum is delivered to each student Licensee intact with thedistribution of media; and (ii) each student Licensee is instructed not tocopy the Programs or use them for commercial purposes, and is requiredby the Institution to de-install the Programs at the expiration of the Termfor such student Licensee.
10. HIGH SCHOOL/PREUNIVERSITY USE. Teachers and students at preuniversitysecondary education schools may license the Student Version. Teachersmay also allow their students to use the Student Version License on theteacher's computer or school-owned computers.
9
The MathWorks, Inc. Software License Agreement - Deployment Addendum
This is an Addendum to The MlahWorks, inc. Software license Agreement (the"Agreement"), and the terms and conditions of this Addendum are incorporated thereinfor use of the Programs. Each capitalized term used herein and not defined herein shallhave the meaning ascribed to It in the Agreement.
1. PURPOSES. The MathWorks, Inc. Software License Agreement (the"Agreement") contains restrictions prohibiting Licensee from modifying,distributing, or providing access to the Programs or any ProgramComponents (as defined below), except as expressly provided in thisAddendum. Because the Programs licensed by Licensee under theAgreement contain Source Code or Object Code Program Components, thisAddendum sets forth the Licensee's rights with respect to creating softwareor applications using the Programs or any Program Component, as well ascertain additional obligations related thereto. This Addendum also statesrestrictions and obligations with respect to the use of the Programs or anyProgram Component, which also may have a bearing on the creation ordistribution of software or applications.
MathWorks or its Licensors retain all right, title, and interest in itsPrograms, Program Components, and Derivative Forms of its Programs.
2. USER CREATED FILES. This Addendum does not apply to MATLAB codefiles, Simulink model files, MEX-files, MAT-files, VHDL-files, Verilog-files,FIG-files and P-files that are created by Licensee and that do not includeany code obtained from MATLAB code files, Simulink model files, MAT-files, P-code, C/C++ files, VHDL-files, Verilog-files, TLC-files, or otherSource Code files supplied with the Programs ("User Files"). Licensee maydistribute, sublicense, and resell without restriction, User Files.
3. NONCOMPETITION. Notwithstanding anything else contained in thisAgreement, Licensee agrees not to use, test, benchmark, reverse engineeror determine the expression or design, of the Programs, Derivative Forms,Generated Forms, or Program Components to make, or distribute its ownor a Third Party's application or software, a principal purpose of which,as reasonably determined by MathWorks, is to perform the same orsimilar functions as Programs licensed by MathWorks or which replacesany component of the Programs. Licensee shall not otherwise use thePrograms to compete with the products or businesses of MathWorks,including by distributing Libraries, or any form of an entire Program or asubstantial 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 createdSource Code or (b) incorporating or linking any part of any SourceCode, library file, or other Program Component provided with theProgram. An Application must contain original code developed byLicensee and must provide substantial functionality not contained in,or provided by, the Program Components that are incorporated intosuch Application. Ifa software file created by a Licensee incorporatesProgram Components, but does not meet the requirements of theprevious sentence, then it is a Derivative Form (as defined below). AnApplication may contain Linked Object Code which, if such ObjectCode 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 provided by Licensee to its end-users forthe installation and use of Licensee's Application and any Third PartySoftware made available for use with the Application.
4.3. Generated Forms. The output of the MATLAB Compiler, the MathWorksCoder Programs, and other MathWorks' code generation Programs inthe form of Source Code or Object Code, as well as such Source Codeconverted to Object Code or Linked forms.
4.4. Derivative Forms. A software file that Licensee has derived from oneor more Program Components (including without limitation byincorporating, translating, or modifying, in whole or in part, anyProgram Component), and which, if modified or copied withoutMathWorks' authorization, would constitute a copyright infringementor breach of the Agreement. A software file created by Licensee which
qualifies as an "Application" under the above definition shall not bedeemed a Derivative Form.
4.5. Linked. An executable or loadable file created by a compiler or linkerprogram combining Object Code module files.
4.6. MAT-file. The file format in which MATLAB stores data.
4.7. MCR Libraries. MATLAB Compiler Runtime support libraries andother files for deployment of Applications created with the MATLABCompiler.
4.8. Object Code. The code created by a system compiler from source code;also called "machine-readable code". Object Code can be Linkedwith an appropriate linker to resolve address references and may becombined with other Object Code for targeted execution on a specificprocessor. Object Code includes "Object Code libraries" and "sharedlibraries:' 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-levellanguage such as C, C++, lava, MATLAB, MDL, VHDL, Verilog, orFortran, which must be translated or compiled into machine-readablelanguage before it can be executed by a computer. Source Code alsoincludes header files and other human-readable files necessary for aProgram to be compiled in the higher-level language.
4.11. Standalone Application. An Application created using programminglanguages and tools other than the Programs, which executes outside ofthe Programs.
4.12. Deployment Program. The MATLAB Compiler and any of MathWorksCoder Programs as defined in Section 4.13 below.
5. DEPLOYMENT PROGRAMS. Licensed Users of MathWorks' DeploymentPrograms may automatically generate code from MATLAB code files,Simulink/Stateflow diagrams, and other representations, into GeneratedForms. Furthermore, Licensee may copy and deploy these Generated Formsfor use outside of the Programs.
5.1. Deployment from MathWorks Coder Programs. MathWorks provides directoriesof C, C++, Assembly, linker command files, template makefiles, projectfiles, and TLC source code files with Programs that implement the real-time framework. Such files made available in any of the MathWorksCoder Programs may only be modified and deployed in Source Code orLinked Object Code form for different development targets when usedwith such Programs or with code generated by such Programs as partof, and only as required by, a larger Standalone Application. MathWorksCoder Programs cannot be used to create an Application (a) providingscripting capability similar to the capabilities of any of the Programs;(b) providing functionality or behavior similar to that of the MATLABcommand line; (c) allowing operation of the code generation capabilitiesof Programs; or (d) providing access to an entire Program or a substantialportion of a Program.
5.1.1. Licensee may copy and deploy these files outside of thePrograms in Linked Object Code form or Source Code form,if only used in combination with code generated by thosePrograms as part of a larger standalone Application.
5.1.2. No further fees shall be due to MathWorks for suchdeployment within Licensee's Application, regardless ofwhether the Application is deployed solely for Licensee'sInternal Operations or to Third Parties.
5.2. Deployment from MATLAB Compiler. Licensed Users may deploy copies ofApplications generated by the MATLAB Compiler that incorporatecompiled versions of MATLAB code files from licensed Programsrequired for such Applications. Licensee may also use and distribute
10
The MathWorks, Inc. Software License Agreement - Deployment Addendum
the MCR Libraries together with such Applications for the sole purposeof running the Applications. Licensee is prohibited from makingcopies of the MCR Libraries accessible to any Third Party separate fromor for use other than with a Licensed User's Application, or provide theMCR for service bureau or similar service use.
Licensee agrees to employ the same security measures to protect theMCR Libraries as it uses to safeguard Licensee's own proprietaryintellectual property, but in no event less than reasonable care.
No additional license fees shall be due to MathWorks for thedistribution of the required MATLAB code files incorporated in thegenerated Application, or for the distribution of the MCR Librarieswhen deployed together with such Applications, regardless of whetherthe Application and the MCR Libraries are distributed for the purposesof Licensee's Internal Operations or to Third Parties.
5.2.1. Licensed User may include, by compilation for deployment,only those select MATLAB code files from the licensedPrograms required for the Application.
5.2.2. In no event shall Licensee distribute any library header files.
5.2.3. Licensee's Application ma' not provide scripting capabilitysimilar to the capabilities of any of the Programs or providefunctionality or behavior similar to that of the MATLABcommand line.
5.2.4. Licensee's Application may not allow operation of the codegeneration capabilities of Programs.
5.2.5. Licensee's Application may not provide access to an entireProgram or a substantial portion of a Program.
5.2.6. Licensee's Application incorporating any functionality of theParallel Computing Toolbox ("PCT") may enable the same orfewer number of local workers provided by the PCT used tobuild the Application, even if the Application's end user doesnot possess a license to the PCT.
5.2.8. Licensee may not modify or remove any proprietary notice orlicense file that is included with the MCR Libraries.
5.3. Real-Time Windows Target. Licensee may not incorporate Real-TimeWindows Target into an Application for deployment withoutcontracting with MathWorks for an OEM or VAR agreement.
5.4. xPC Target. Licensee may develop Applications that incorporateLinked-in copies of xPC Target and those files required for theApplication that have been compiled or otherwise obtained fromSimulink Coder on a single development PC, and download thatApplication to a target PC directly connected to the developmentPC by either Ethernet or serial connections.
5.4.1. The right to distribute the Application beyond the target PCis contingent upon acquiring a License for the xPC TargetEmbedded Option. No further fees shall be due to MathWorksfor such deployment within Licensee's Application, regardlessof whether the Application is deployed solely for Licensee'sInternal Operations or to Third Parties. Additionally. theEmbedded Option License allows for the deployment of APIDLUs beyond the development PC. No further fees shallbe due to MathWorks for such deployment outside of anApplication, regardless of whether the API DLUs are deployedsolely 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 ObjectCode library files that implement various documented applicationprogramming interface capabilities of the Programs for which theSource Code or shared library file is part.
6.1.1. Licensed User may use and modify the selected Source Codefiles solely for creation of Licensee's own Applications. Licenseemay copy and distribute Object Code compiled from this SourceCode, but only as either standalone Object Code file (regardlesswhether a Derivative Form) or Object Code Linked to theApplication, and only for use with and deployment of Licensee'sown Application.
6.1.2. Licensee may use, copy and distribute shared ObjectCodelibrary files (regardless whether a Derivative Form) fordeployment of Licensee's own Application, but only if a headerfile exists in the Program for the shared library file. Licensee maynot copy or distribute header files themselves.
6.1.3. Licensee may not transfer Source Code, development rights, ordevelopment capabilities for any Source Code or Object Code toany Third Part).y
6.2. MAT-files. Licensed User may create and distribute Applications thatread MAT-files using the MAT-file API, however, if such Applicationsare distributed to Third Parties, they must also implement MAT-filewrite capability.
7. DERIVATIVE FORMS. A Licensee shall only be permitted to distribute aDerivative Form to Third Parties (a) to the extent expressly permittedunder Articles 5 or 6 of this Addendum, or (b) subject to the requirementsof this Article 7. A Licensee may only distribute a Derivative Form to aThird Party under this Article 7 if such Third Parts, is bound by a SoftwareLicense Agreement with MathWorks that requires such Third Party' to treatsuch Derivative Forms received from Licensee as such Third Party's ownDerivative Form thereunder. Licensee agrees that if such a Third Partyprovides Licensee with software that is a Derivative Form under the termsof such Third Party's Software License Agreement with MathWorks (orwould otherwise be a Derivative Form under the terms of this Agreement),then Licensee shall treat such software as a Derivative Form hereunder asif Licensee has modified or generated the software itself.
8. WEB APPLICATIONS. Licensee may not provide access to an entire Programor a substantial portion of a Program by means of a web interface.
For the Network Concurrent User Activation Type. Programs licensed underthe Network Concurrent User Activation Type may be called via a webapplication, provided the web application does not provide access to theMATLAB command line, or any of the licensed Programs with codegeneration capabilities. In addition, Licensed Users may not provideaccess to an entire Program or a substantial portion of a Program. Suchoperation of an application via a web interface may be provided to anunlimited number of web browser clients, at no additional cost, forLicensee's own use for its Internal Operations, and for use by Third Parties.
For the Network Named User and Standalone Named User Activation Types.Programs licensed under the Network Named User and StandaloneNamed User Activation Types may be called via a web application,provided the web application does not provide access to the MATLABcommand line, or any of the licensed Programs with code generationcapabilities, and such application is only accessed by designated NetworkNamed User or Standalone Named User licensees of such Programs.
Programs licensed under any other Activation Type may not be calledembedded in any part of the deployed Application.
9. APPLICATION LICENSING. For any distribution of Applications containingObject Code or Generated Forms to:
I1I
The MathWorks, Inc. Software License Agreement - Deployment Addendum
9.1. Licensee's internal organization: Licensee shall take appropriate actionby instruction, agreement, or otherwise with any recipients of theApplication, so as to enable Licensee to satisfy its obligations under theterms of this Addendum and the Agreement.
9.2. Third Parties: Your Application shall require acceptance of anApplication License whose terms and conditions are at least asrestrictive as the Agreement, unless the Application is part of anembedded system that has no provision for licensing to its end users.
9.2.1. The Application license for Third Parties must explicitly excludeMathWorks and its Licensors from all liability for damages orany obligation to provide remedial actions. In no circumstanceshall Licensee include a warranty for any form of a Program thatis inconsistent with or additional to the warrant), contained inthe Agreement.
9.2.2. The additional translation, use, and deployment rights granted inthis Addendum are nontransferable without MathWorks' consentand shall not be conveyed in Licensee's Application license.
9.2.3. All copyright and proprietary notices for the Programs thatappear in the original form delivered to Licensee shall beduplicated and included with Licensee's own copyright noticesfor the Application, wherever they' appear.
9.2.4. 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.
9.2.5. If Licensee's Application is generated with the MATLABCompiler, then Licensee's Application License shall include orincorporate by reference the terms of the MCR Library Licenseincluded in a text file at <installdirectory>\MATLAB\MATLABCompiler Runtime\v<version-number>\MCRlicense.txtlocated within the installer for the MCR libraries.
9.3. Notwithstanding the termination of the Agreement, all validApplication licenses shall remain and continue in full force and effect,and, if the Agreement was not terminated due to: (a) Licensee's failureto pay the applicable fees to MathWorks, (b) Licensee's violation of theLicense restrictions, or (c) violation of MathWorks' proprietary rightsin the Programs; then Licensee may continue to use the Programsto support Applications that have been placed in use pursuant to anApplication License prior to the effective date of termination.
10. DISCLAIMER OF OBLIGATIONS AND LIABILITY.
10.1. MathWorks shall have no support or warranty obligations, anddisclaims all liability, for Applications developed or distributed by M athW ork s-Licensee.
10.2. Licensee agrees that prior to using, incorporating, or distributing the Programsin any Application, It will thoroughly test and validate the Application and thefunctionality of the Programs in that Application and be solely responsible forany problems or failures.
10.3. Licensee will defend, indemnify, and hold harmless MathWorks and 3 Apple Hill Drive, Natick, MA 01760-2098 USAits Licensors, officers, directors, employees, agents and resellers fromand against any damages, liabilities, costs and expenses (including Tel: 508-647-7000 Fax: 508-647-7101reasonable fees of MathWorks' attorneys) arising out of any Third Partyclaim or demand based on or arising from, out of or in connection with [email protected] www.mathworks.com(i) the creation, use, or distribution of any Applications by Licensee orany of its Affiliates or (ii) the use of the Programs by Licensee or any ofits Affiliates.
11. GENERAL. Licensee acknowledges and agrees that a breach of theobligations set forth in this Addendum shall be a material breach of theAgreement.
