The MathWorks, Inc.  Software License Agreement 

IMPORTANT NOTICE

THIS IS THE SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") OF THE MATHWORKS, INC.
("MATHWORKS") FOR THE PROGRAMS. THE PROGRAMS ARE LICENSED, NOT SOLD. READ THE
TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE COPYING, INSTALLING, OR
USING THE PROGRAMS. FOR INFORMATION ABOUT YOUR LICENSE OFFERING, CONSULT THE
PROGRAM OFFERING GUIDE PRESENTED AFTER THE AGREEMENT.

THE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND
MATHWORKS CONCERNING YOUR RIGHTS TO INSTALL AND USE THE PROGRAMS UNDER THE
LICENSE OFFERING YOU ACQUIRE. 

YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT TO COPY, INSTALL, OR USE THE
PROGRAMS. IF YOU DO NOT ACCEPT THE LICENSE TERMS, THEN YOU MUST IMMEDIATELY
STOP USING THE PROGRAMS.

IF YOU TERMINATE THIS LICENSE FOR ANY REASON WITHIN THIRTY (30) DAYS OF PROGRAM
DELIVERY (THE "ACCEPTANCE PERIOD") YOU WILL RECEIVE A FULL REFUND FROM THE
AUTHORIZED DISTRIBUTOR FROM WHOM YOU ACQUIRED THE PROGRAMS, OR FROM MATHWORKS
IF YOU ACQUIRED THE PROGRAMS DIRECTLY FROM MATHWORKS. 


1. CAPITALIZED TERMS.  Capitalized terms used in this Agreement and not
otherwise defined in this Agreement shall have the definitions ascribed to them
in Article 23 below.

2. LICENSE GRANT.  MathWorks hereby grants to Licensee, subject to the terms of
this Agreement, a nonexclusive license (the "License") to:

    2.1. install and use the Programs solely on Computers controlled by
    Licensee, in accordance with the License Offering acquired, and solely for
    Internal Operations; 

    2.2. use the Programs as expressly allowed in the Program Offering Guide,
    for instance to deploy Applications, consistent with the terms of the
    License Offering acquired; 

    2.3. provide reasonable access to online Documentation on Licensee's
    intranet, provided it is not accessible over the open Internet; and

    2.4. print portions of the online Documentation for reasonable use by
    Licensed Users.

3. LICENSE RESTRICTIONS.  The License granted is subject to the express
restrictions set forth below and any other restrictions set forth in any signed
agreement between MathWorks and Licensee. Licensee shall not, and shall not
cause or permit any other individual or entity to, directly or indirectly:

    3.1. modify or create any derivative work of a Program, except as expressly
    permitted in the Program Offering Guide;

    3.2. use a Program for any act which infringes copyright of a Program, for
    instance, by developing, producing, or testing a computer program
    containing a feature or functionality that is substantially similar in its
    expression to the expression contained in a Program;

    3.3. disassemble, decompile, or reverse engineer a Program, or attempt to
    gain access to its method of operation or source code;

    3.4. adapt, translate, copy, convert, use, test, benchmark, or determine
    the expression or design of, a Program or any materials derived from or
    generated by a Program, in order to make or distribute an application or
    software, a principal purpose of which, as reasonably determined by
    MathWorks, is to perform the same or similar functions as a Program or
    other MathWorks product or service or which replaces any component of a
    Program or other MathWorks product or service.  Licensee shall not use a
    Program to compete with the products or businesses of MathWorks, including
    by distributing libraries or any form of an entire Program or Program
    Component;

    3.5. rent, lease, or loan the Programs, use the Programs for supporting
    Third Parties' use of the Programs, time share the Programs, or provide
    service bureau or similar service use;

    3.6. sell, license, sublicense, provide access, publish, display,
    distribute, disseminate, assign, or otherwise transfer to a Third Party the
    Programs or any copy thereof, or any license or other rights thereto, in
    whole or in part, without MathWorks' prior written consent, except as
    expressly permitted in the Program Offering Guide; 

    3.7. alter, remove, or obscure any copyright, trade secret, patent,
    trademark, logo, proprietary and/or other legal notices or license files on
    or in copies of a Program or Program Component, including copies made for
    backup purposes;

    3.8. provide access (directly or indirectly) to any Program via a web or
    network interface, except as expressly permitted in the License Offering; 

    3.9. copy, make available for copy, or otherwise reproduce the Programs
    except either (a) as may be required for their installation for the purpose
    of executing the Program in accordance with the License Offering, or (b) to
    make a reasonable number of copies solely for back-up purposes; 

    3.10. access or use MathWorks products or services that Licensee is not
    currently licensed to access or to use; 

    3.11. allow the Programs to be accessed or used by a Third Party except as
    expressly permitted in the Program Offering Guide; 

    3.12. disclose or transfer the activation key, login credentials, and/or
    license file to a Third Party, or allow them to be used by a Third Party
    without written authorization from MathWorks or as permitted by the License
    Offering acquired; 

    3.13. republish the Documentation, except as expressly permitted in Article
    2 of this Agreement;

    3.14. create a server or automated system for the Transformation Programs
    without obtaining a license from MathWorks that expressly allows such use
    (see the Program Offering Guide);

    3.15. disable, circumvent, or workaround any technical limitations in the
    Programs;

    3.16. access, enable access to, modify, translate, use or otherwise make
    available temporary intermediate files produced by a Program;

    3.17. make any use of the License on behalf of or for the benefit of a
    Third Party or Affiliate in any manner that would constitute a violation of
    the License if such use were directly made by such person, or cause any
    Third Party or Affiliate to make any use of the License on behalf of or for
    the benefit of Licensee or an Affiliate in any manner that would constitute
    a violation of this License if such use were directly made by Licensee; 

    3.18. acquire the License if a principal purpose of the acquisition is to
    transfer or assign the License to a Third Party or Affiliate unless
    expressly permitted by MathWorks;

    3.19. mechanize or automate the process of checking out or in license keys
    for one or more Programs, including by running a second session of a
    Program, running a Program to serve multiple users, or rebooting the
    License Manager, for a principal purpose of minimizing the License check
    out time of any Programs, or otherwise circumventing the intended License
    Manager operation;

    3.20. use a License Manager other than the one which was provided with the
    most recent version of the Programs Licensee is using; 

    3.21. take any action that requires any portion of the Programs to be
    subject to end-user rights incompatible or inconsistent with the
    restrictions set forth in this Agreement;  

    3.22. allow access to the Programs by an individual who is under 13 years
    old or otherwise is under the lawful age for providing consent without
    obtaining the advance written consent of a parent or guardian and storing
    such consent in a retrievable way;

    3.23. create an Application (a) providing capability similar to the
    capabilities of any of the Programs; (b) providing functionality or
    behavior similar to that of the MATLAB command line or scripting and
    programming capabilities; (c) allowing operation of the code generation
    capabilities of Programs; (d) providing access to an entire Program or a
    substantial portion of a Program; or (e) enabling evaluation of end-user
    code or expressions; 

    3.24. distribute an Application that includes library header files from any
    of the Programs or any Program Component;

    3.25. distribute an Application that reads MAT-files (i.e., files in the
    MATLAB MAT data file format) using the MAT file API to Third Parties,
    unless such Application also allows such Third Parties to write MAT-files
    for the same data;

    3.26. distribute an Application without an Application License, unless the
    Application is solely for Internal Operations or is part of an embedded
    system that has no provision for licensing to its end-users; 

    3.27. distribute an Application unless all copyright and proprietary
    notices for the Programs are duplicated and included with Licensee's own
    copyright notices for the Application, wherever they appear; and

    3.28. make copies of the MATLAB Runtime accessible to any Third Party
    separate from or for use other than with an Application, or provide the
    MATLAB Runtime for service bureau or similar service use. 

4. PROGRAM TRIAL EVALUATION; COMPLIMENTARY LICENSES.  Licensee agrees to use
any Program provided to Licensee as a trial evaluation only for the period of
the trial evaluation which may be controlled by a license key code, only to
evaluate it individually for potential purchase of a license to the Program as
an end-user, to conduct no business with it, to remove it and all result files
produced from any of Licensee's Computers at the end of the trial evaluation
period and to comply with all other obligations and restrictions in this
Agreement.  Licensee agrees to use any Program awarded to Licensee on a
complimentary basis for student engineering competitions and similar
competitions, course support, research, fellowship participation, and teaching
assistance only for the specific purpose and period of the award, to conduct no
business with it, and to comply with all other obligations and restrictions in
the award letter and in this Agreement.

5. ADDITIONAL FEES.  The fees for the License are determined based upon the
country where all Licensed User(s) are principally located.  Additional fees
may apply to a transfer of the License, or the principal location of any
Licensed User, to another country, or to a contract for global use.  

6. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS; THIRD
PARTY LICENSORS.  The Programs are licensed not sold. The Programs, including
Derivative Forms of the Programs and MATLAB Runtime, shall at all times remain
the property of MathWorks and/or MathWorks' Licensors. Licensee shall have no
right, title, or interest therein, except as expressly set forth in this
Agreement. Licensee shall take appropriate action by instruction, agreement, or
otherwise with any persons permitted access to the Programs, so as to enable
Licensee to satisfy its obligations under the terms of this Agreement,
including disabling access to the Programs, in the event of a transfer of the
License. Licensee shall include the following notice in the About Box, or
similar visible location, of any Application it distributes, and in the
applicable documentation distributed with each copy of the Application:
"MATLAB(r). (c) 1984-[INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks,
Inc." Licensee agrees to employ the same security measures to protect the
Programs, Derivative Forms, and MATLAB Runtime as it uses to safeguard
Licensee's own proprietary intellectual property, but in no event less than
reasonable care. Programs may include Third Party software licensed to Licensee
under these terms or under separate terms of Licensors that are accessible
within the relevant Programs in the thirdpartylicenses.txt file. Should such
Third Party software be provided under the Lesser General Public License,
Licensee may make modifications of the work identified in Section 6 of the
Lesser General Public License for Licensee's own use and reverse engineering
for debugging such modifications. Any Third Party services or data accessible
through an interface in a Program are governed solely by the Third Party's
terms of use or Licensee's own agreement with the Third Party.

7. SOFTWARE MAINTENANCE SERVICE.  During any Software Maintenance Service term,
MathWorks shall provide its customary Software Maintenance Service for the
Programs. As further described in the Program Offering Guide, Software
Maintenance Service consists of: delivering subsequent releases of the
Programs, if any, that are not charged for separately; exerting reasonable
efforts to both (a) provide, within a reasonable time, workarounds for any
material programming errors in the current release of the Programs that are
directly attributable to MathWorks, and (b) correct such errors in subsequent
releases, provided Licensee gives MathWorks sufficient information to identify
the errors; and technical support for the current release.  Technical support
means assistance by telephone, web, and e-mail with the installation and/or use
of the then-current release of the licensed Programs, including all available
bug fixes and patches, and their interaction with supported hardware and
operating systems ("Platforms"). Software Maintenance Service may include
additional administrative support services for the licensed Programs and access
to certain online features and services made available by MathWorks from time
to time.  Levels of support and services available may vary by License
Offering. If Licensee's Software Maintenance Service expires, Licensee must pay
applicable fees to resume lapsed Software Maintenance Service. MathWorks
reserves the option to discontinue, in whole or in part, and at any time,
offering Software Maintenance Service and/or technical support for any Program,
feature of a Program, or Platform or to refuse to provide Software Maintenance
Service to a Licensee whom it reasonably believes is in breach of this
Agreement.  

8. TERM AND TERMINATION.

    8.1. Term.  This Agreement shall continue until the earlier of termination
    by MathWorks or Licensee as provided below or the expiration of the term of
    all Licenses granted hereunder.

    8.2. Termination by Licensee.  Licensee may terminate a License at any
    time, for any reason.  Licensee shall not be entitled to any refund if a
    License is terminated, except for License fees paid for any Programs for
    which the Acceptance Period has not expired at the time of termination.  

    8.3. Termination by MathWorks.  MathWorks may terminate this Agreement and
    all Licenses granted hereunder by written notice to Licensee if Licensee
    breaches any material term of this Agreement, including failure to pay any
    License fees due, and Licensee has not cured such breach within sixty (60)
    days of written notification.  MathWorks may immediately terminate this
    Agreement and all Licenses granted hereunder if, after requesting and
    failing to receive from the Licensee adequate assurances of compliance with
    the terms of this Agreement, MathWorks reasonably believes that Licensee is
    or is intending to breach any material term of this Agreement.  MathWorks
    may immediately terminate upon notice this Agreement and all Licenses
    granted hereunder should Licensee breach the terms and conditions of
    Articles 2, 3, 6, and/or 10.  If Licensee or any of its Affiliates
    commences or participates in any legal proceeding against MathWorks or any
    of MathWorks' Affiliates challenging or asserting any intellectual property
    rights in or against any of the Programs licensed hereunder, then MathWorks
    may, without waiving any other legal rights or remedies available to it,
    immediately terminate this License. The foregoing sentence only applies to
    (a) a Licensee who has as its principal business the holding of patents and
    who does not engage, either directly or through an Affiliate, in any
    material active business of making products that embody the patents or (b)
    a Licensee who engages, either directly or through an Affiliate, in a
    principal business of licensing or making available commercial off the
    shelf software to Third Parties. The provisions of this Article 8.3 apply
    to all Licenses, including Perpetual Licenses.

    8.4. Effect of Termination.  Upon termination for any reason, Licensee
    shall promptly return all but archival copies of the Programs in Licensee's
    possession or control, or promptly provide written certification of their
    destruction.

    8.5. Survival.  The following provisions survive any termination of this
    Agreement: Articles 1, 3, 6, 8-11, and 13-23.

    8.6. Effect of Termination on Applications.  Termination of this Agreement
    will not affect the terms of any Application Licenses for Applications that
    have been placed in use prior to the effective date of termination. 

9. PUBLICITY.  Licensee may not use MathWorks' name, trade names, logos, or
other trademarks of MathWorks or any of its Affiliates or Licensors in any
advertising, promotional literature or any other material, whether in written,
electronic, or other form, distributed to any Third Party, except in the form
provided by MathWorks, and then solely for purposes of identifying MathWorks'
Programs.

10. EXPORT CONTROL.  The Programs are subject to U.S. export control laws and
may be subject to applicable export and import laws and regulations in other
jurisdictions. Notwithstanding any other term of this Agreement or Third Party
agreement, Licensee's rights under this Agreement may not be exercised by
Licensee or any Third Party in violation of such laws and regulations, nor may
this Agreement be transferred to any party where doing so would result in such
a violation. The terms of any limitation on the use, transfer or re-export of
the Programs included in any Destination Control Statement or other document
provided by MathWorks for the purpose of export control shall prevail over any
term in this Agreement. It shall be Licensee's responsibility to comply with
the latest United States or other governmental export and import regulations
with respect to all use of the Programs and Applications.

11. FEDERAL ACQUISITION.  This provision applies to all acquisitions of the
Programs and Documentation by, for, or through the federal government of the
United States.  By accepting delivery of the Programs or Documentation, the
government hereby agrees that this software or documentation qualifies as
commercial computer software or commercial computer software documentation as
such terms are used or defined in FAR 12.212, DFARS Part 227.72, and DFARS
252.227-7014.  Accordingly, the terms and conditions of this Agreement and only
those rights specified in this Agreement, shall pertain to and govern the use,
modification, reproduction, release, performance, display, and disclosure of
the Programs and Documentation by the federal government (or other entity
acquiring for or through the federal government) and shall supersede any
conflicting contractual terms or conditions.  If this License fails to meet the
government's needs or is inconsistent in any respect with federal procurement
law, the government agrees to return the Programs and Documentation, unused, to
MathWorks. 

12. EUROPEAN UNION SOFTWARE DIRECTIVE.  For any Licensed User properly licensed
to use the Programs within the European Union, any contractual provisions of
this Agreement contrary to laws implemented pursuant to Article 6 of Directive
2009/24/EC of the European Parliament and of the Council of 23 April 2009 on
the legal protection of computer programs or to the exceptions provided for in
Article 5(2) and (3) of such Directive shall be null and void solely to the
extent decompiling, disassembling, or otherwise reverse-engineering of the
Programs is necessary to enable the Licensee to achieve the interoperability of
an independently created program with the Programs or any other permitted
objectives specified by such laws implemented under such Directive
(collectively, the "Permitted Objectives"), consistent with the Directive,
provided that any such information gained is used solely for such Permitted
Objectives and solely in the European Union.

13. TAXES, DUTIES, CUSTOMS.  Absent appropriate exemption certificates or other
conclusive proof of tax exempt status, Licensee shall pay all applicable sales,
use, excise, value-added, and other taxes, duties, levies, assessments, and
governmental charges payable in connection with this Agreement or the Licenses
granted hereunder, excluding taxes based on or measured by MathWorks' income,
for which MathWorks shall be solely responsible. 

14. ASSIGNMENT.  Licensee may not assign or otherwise transfer this Agreement
or any License hereunder, by operation of law or otherwise, without the written
consent of MathWorks.  Licensee agrees that MathWorks may withhold such consent
if it reasonably believes that Licensee is in breach of this Agreement or that
the proposed assignment or transfer will cause a breach of this Agreement.  In
the case of any permitted or other lawful assignment or transfer, the terms of
this Agreement including any License hereunder shall be binding upon, and inure
to the benefit of, the transferee or assignee.  

15. LIMITATION OF LIABILITY.  The Programs should not be relied on as the sole
basis to solve a problem or implement a design whose incorrect solution or
implementation could result in injury to person or property.  If a Program is
employed in such a manner, it is at the Licensee's own risk and MathWorks and
its Licensors explicitly disclaim all liability for such misuse to the extent
allowed by law.  MathWorks' and MathWorks' Licensors' liability for death or
personal injury resulting from negligence or for any other matter in relation
to which liability by law cannot be excluded or limited shall not be excluded
or limited.  Except as aforesaid, (a) any other liability of MathWorks and its
Licensors (whether in relation to breach of contract, negligence or otherwise)
shall not in total exceed the amount paid to MathWorks under this Agreement in
the twelve month period preceding the claim in question, for the Program with
respect to which the liability in question arises; and (b) MathWorks and its
Licensors shall have no liability for any indirect or consequential loss
(whether foreseeable or otherwise and including loss of profits, loss of
business, loss of opportunity, and loss of use of any computer hardware or
software).  Some states do not allow the exclusion or limitation of incidental
or consequential damages, so the above exclusion or limitation may not apply to
Licensee. Licensee agrees that prior to using or distributing any Application,
it will thoroughly test and validate the Application and will be solely
responsible for any problems or failures.

16. LIMITED WARRANTY/LIMITATION OF REMEDIES.  MathWorks warrants that
MathWorks, on its own behalf or through its Licensors, has the right to grant
the License rights hereunder.  MathWorks warrants that the physical media
provided shall be free from defects in material and workmanship for a period of
ninety (90) days from delivery, or it will be replaced by MathWorks at no cost
to Licensee.  MathWorks further warrants, for a period of one (1) year from
delivery or for the term of the License, whichever is less, that each copy of
each Program will conform in all material respects to the description of such
Program's operation in the Documentation.  In the event that a Program does not
operate as warranted, Licensee's exclusive remedy and MathWorks' sole liability
under this warranty shall be the correction or workaround by MathWorks of major
defects within a reasonable time.  Should such correction or workaround be
impractical, MathWorks may, at its option, terminate the relevant License and
refund the initial License fee paid to MathWorks for such Program.  All
requests for warranty assistance should be directed to The MathWorks, Inc., 3
Apple Hill Drive, Natick, MA 01760-2098, U.S.A.

17. DISCLAIMER OF WARRANTIES.  Except for warranties expressly set forth in
Article 16 of this Agreement (or as implied by law where the law provides that
the particular terms implied cannot be excluded by contract), any and all
Programs, Documentation, and Software Maintenance Service are delivered "as is"
and MathWorks makes and the Licensee receives no additional express or implied
warranties.  MathWorks and its Licensors hereby expressly disclaim any and all
other conditions, warranties, or other terms of any kind or nature concerning
the Programs, Documentation, and Software Maintenance Service (including,
without limitation, any with regard to infringement, merchantability, quality,
accuracy, or fitness for a particular purpose or Licensee's purpose).
MathWorks also expressly disclaims any warranties that may be implied from
usage of trade, course of dealing, or course of performance.  Except for the
express warranties stated in Article 16 of this Agreement, the Programs,
Documentation, and Software Maintenance Service are provided with all faults,
and the entire risk of satisfactory quality, performance, accuracy, and effort
is with Licensee.  MathWorks does not warrant that the Programs and
Documentation will operate without interruption or be error free.  Some states
and countries do not allow limitations on how long an implied warranty lasts,
so the above limitation may not apply to Licensee.  The warranty in Article 16
gives Licensee specific legal rights and Licensee may also have other rights
which vary from state to state and country to country.  Licensee accepts
responsibility for its use of the Programs and the results obtained from their
use. MathWorks shall have no support or warranty obligations, and disclaims all
liability, for Applications developed or distributed by Licensee. Licensee will
defend, indemnify, and hold harmless MathWorks and its Licensors, officers,
directors, employees, agents and resellers from and against any damages,
liabilities, costs and expenses (including reasonable fees of MathWorks'
attorneys) arising out of any Third Party claim or demand based on or arising
from, out of or in connection with (i) the creation, use, or distribution of
any Applications by Licensee or any of its Affiliates or (ii) the use of the
Programs by Licensee or any of its Affiliates in breach of this Agreement.

18. GOVERNING LAW; JURISDICTION.  This Agreement shall be interpreted, enforced
and construed and governed in all respects by the laws of the State of
Delaware, United States of America, without regard to its conflicts of law
provisions. Both parties consent to the jurisdiction of the federal and state
courts located in the State of Delaware and consent to the service of process,
pleadings and notices in connection with any and all actions initiated in such
courts.  The parties agree that a final judgment in any action or proceeding in
Delaware shall be conclusive and binding and may be enforced in any other
jurisdiction.  To the extent that the acceptance of a contractual term
contained in this Agreement is prohibited by reason of Licensee's sovereign
immunity or any foreign, federal or state constitution, law, treaty, or
regulation, the conflicting term of this Agreement shall be superseded only to
the extent required.  If any provision of this Agreement shall be otherwise
unlawful, void, or unenforceable, that provision shall be enforced to the
maximum extent permissible.  In either case, the remainder of this Agreement
shall not be affected.  The parties agree that neither the U.N. Convention on
Contracts for the International Sale of Goods nor the Uniform Computer
Information Transactions Act, or any version thereof, in any form ("UCITA"),
shall apply to this Agreement.  To the extent that UCITA is applicable by
reason of its adoption in a state, the parties agree to opt out of the
applicability of UCITA pursuant to their Opt-Out provision(s). 

19. COMPLIANCE WITH LICENSES.  Licensee agrees to notify MathWorks promptly
upon discovery of any failure to comply with this Agreement.  Licensee agrees
that, no more than once every twelve (12) months or within a reasonable time
after a transfer, in addition to any other remedies at law or in equity,
MathWorks or its authorized representative shall, upon reasonable prior notice,
have the right to inspect Licensee's and Licensee's Affiliates' records,
systems, and facilities, during normal business hours, to verify that
Licensee's and its Affiliates' use of the Programs is in conformity with valid
licenses and otherwise complies with this Agreement.  If a verification
discloses that Licensee's or any of its Affiliates' use is not in conformity
with a valid license, Licensee shall immediately take all necessary steps to
cure any past defaults, including paying any unpaid license fees, to bring
Licensee's or any of its Affiliates' use into conformity.  

20. LICENSE MANAGEMENT AND USAGE INFORMATION.  The Programs contain technology
for license management and for the prevention of unlicensed use. When Programs
are activated, installed, or first used by a Licensed User, and periodically
for license management and product improvement purposes, information about the
License, use of the Programs, and the Computer will be transmitted to
MathWorks. This data includes the License information, Computer identification,
and location. Some License Offerings also require the MathWorks Account
information and the operating system user name for the Licensed User. See
MathWorks privacy policy at www.mathworks.com/privacy.

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

22. ENTIRE AGREEMENT.  This Agreement contains the entire understanding of the
parties and may not be modified, amended, or superseded except by a written
agreement signed by MathWorks and Licensee.  In the event of any conflict
between this Agreement and any purchase order executed by Licensee (whether
executed before or after this Agreement), this Agreement shall prevail.

23. DEFINITIONS.  The definitions are an integral part of this Agreement.   

    23.1. "Affiliate" means a legal entity which is controlled by, or controls,
    or is under common control with Licensee.  Control means (i) beneficial
    ownership of at least fifty percent (50%) of the voting securities of a
    corporation or other business organization with voting securities, or (ii)
    a fifty percent (50%) or greater interest in the profits and capital of a
    partnership or other business organization without voting securities,
    provided that no other individual or entity other than the Licensee also
    has an equal fifty percent (50%) ownership or interest in the legal entity.
    Notwithstanding the foregoing, unless MathWorks provides its express
    written consent to treat the entity as an Affiliate, an Affiliate shall not
    include any entity to which MathWorks has expressly refused to license (or
    grant access under a license to) its software products or any entity that
    had a license for MathWorks software products that MathWorks expressly
    terminated.   

    23.2. "Application" means binary executable software that runs
    independently of the Programs, consisting of one or more software files
    that Licensee has created by either (a) using a Program to compile or
    translate Licensee created Source Code or (b) incorporating or linking any
    part of any compiled Source Code, library file, or other Program Component
    provided with the Program.  An Application must contain original code
    developed by Licensee and must provide substantial functionality not
    contained in, or provided by, the Program Components that are incorporated
    into such Application.  If a software file created by a Licensee
    incorporates Program Components, but does not meet the requirements of the
    previous two sentences, then it is a Derivative Form (as defined below).
    An Application may contain Linked Object Code which, if such Object Code
    was not Linked to the Application and was a standalone file, would
    otherwise have been deemed a Derivative Form.  

    23.3. "Application License" means a license for an Application that
    contains terms and conditions that (a) are at least as restrictive as the
    terms and conditions of this Agreement; (b) explicitly exclude MathWorks
    and its Licensors from all liability for damages or remedies; (c) do not
    provide a warranty for any Program; (d) do not transfer or convey any use
    or deployment rights for any Program without MathWorks' consent; and (e)
    prohibit the removal of any copyright, trademark, logo, proprietary rights,
    disclaimer or warning notice included on or embedded in any part of the
    deployed Application. Further, if Licensee's Application is generated with
    the MATLAB Compiler, then Licensee's Application License shall include or
    incorporate by reference the terms of the MATLAB Runtime License included
    in a text file at [MCR Install Directory]\[version_number]\MCR_license.txt
    located within the installation for the MATLAB Runtime.

    23.4. "Computer" means either (i) a single physical hardware system
    containing a single motherboard running an operating system, or (ii) a
    virtual machine running an operating system.

    23.5. "Derivative Form" means one or more software files that Licensee has
    derived from one or more Program Components (including without limitation
    by incorporating, translating, or modifying, in whole or in part, any
    Program Component), and which, if modified or copied without MathWorks'
    authorization, would constitute a copyright infringement or breach of the
    Agreement.  A software file created by Licensee which qualifies as an
    "Application" under the above definition shall not be deemed a Derivative
    Form.

    23.6. "Documentation" means the user guides, if any, accompanying delivery
    of a Program or made available at mathworks.com/help, as may be updated
    from time to time, including the bug reports made available at
    mathworks.com/support/bugreports and the Program Offering Guide.
    Documentation may be delivered in any medium or language.

    23.7. "Internal Operations" means the use of a Program by employees,
    consultants, student interns, and software administration contractors of
    Licensee or an Affiliate on behalf of the Licensee or Affiliate.  

    23.8. "License Manager" means the license management software provided for
    use with the Program(s).

    23.9. "License Offering" means the specific rights, restrictions, and
    obligations under which Licensee may install and use a Program for the
    applicable License term as further described in the Program Offering Guide.

    23.10. "Licensed User" means an individual authorized by MathWorks,
    Licensee or an Affiliate to use the Programs for Licensee's Internal
    Operations, to the extent permitted by the License Offering acquired.  

    23.11. "Licensee" means you, whether an individual or an entity, to whom
    MathWorks grants the License, and who is responsible for complying with the
    contractual obligations of this Agreement and ensuring that anyone
    permitted access to the Programs also complies with such obligations.  

    23.12. "Licensor" means the person who, or entity which, grants a license
    to MathWorks to redistribute that person's or entity's intellectual
    property.

    23.13. "Linked" means an executable or loadable file created by a compiler
    or linker program combining Object Code module files.

    23.14. "MATLAB Runtime" means MATLAB Runtime support libraries and other
    files for deployment of Applications. 

    23.15.  "Object Code" means the code created by a system compiler from
    source code; also called "machine-readable code."  Object Code can be
    Linked with an appropriate linker to resolve address references and may be
    combined with other Object Code for targeted execution on a specific
    processor.  Object Code includes "Object Code libraries" and "shared
    libraries," which are groupings of Object Code for specific purposes.

    23.16. "Perpetual License" means the right to use the License indefinitely
    provided that the Licensee always remains in compliance with the terms of
    this Agreement.

    23.17. "Program" means the software licensed hereunder, including Program
    Components, Documentation, enhancements, and error corrections.  Each
    product licensed hereunder is a separate Program. 

    23.18. "Program Component" means any portion of, or file provided with, a
    Program.

    23.19. "Program Offering Guide" means the Program Offering Guide for this
    release, presented after this Agreement.   

    23.20. "Source Code" means human-readable code written in a higher-level
    language such as C, C++, Java, MATLAB, MDL, SLX, VHDL, Verilog, or Fortran,
    which must be translated or compiled into machine-readable code before it
    can be executed by a computer.  Source Code also includes header files and
    other human-readable files necessary for a Program to be compiled in the
    higher-level language.

    23.21. "Third Party" means any person or legal entity that is not
    MathWorks, the Licensee, or an Affiliate. 

    23.22. "Transformation Program" means a Program whose primary purpose is to
    transform input files into output files without user interaction, including
    Programs used for the principal purpose of compiling, translating, or
    generating Source Code and Programs used for the principal purpose of
    verification, validation or inspection of design or Source Code, or report
    generation. See the Program Offering Guide for a full list of
    Transformation Programs.    


03/2017

20365



Program Offering Guide 

Release 2020b

About This Guide

This Program Offering Guide is an integral part of the Documentation for
Release 2020b.

* Part One describes each of the different License Offerings.

* Part Two explains your limited rights to modify Program Components and
  distribute Applications that are made using the Programs that you license
  from MathWorks.

* Part Three explains how you are permitted to use the Programs in Automation
  Servers and External Applications, and identifies the Transformation Programs
  for which Client Access Licenses may be required to provide server access or
  system automation.

* Part Four provides information about MathWorks Software Maintenance Service.

* Part Five contains a Glossary of definitions of capitalized terms used in
  this Program Offering Guide.  Any capitalized terms used in this Program
  Offering Guide that are not in the Glossary are defined in The MathWorks,
  Inc. Software License Agreement (the "Software License Agreement").

The Software License Agreement contains additional rights, restrictions, and
obligations that apply to your licensed Programs and Applications. 


Part One: License Offerings

A License Offering is comprised of: 

(i) a License Option that specifies principally how the License Offering works
and is measured or counted; 

(ii) a License Use that specifies who can use the Programs in terms of the
types of organizations, individuals, or activities eligible to use the License
Offering; and, 

(iii) Specific Program Use Rights for individual Programs, if applicable.

Each License Offering is subject to the applicable term of the License:
Perpetual, Annual, or other specific term. 

The sections below provide the specific details of each License Option, License
Use, and the Specific Program Use Rights. 

1. License Options

    1.1. Individual License Option

    (i) The Individual License Option provides for use of Programs by a single
    Named User. 

    (ii) A Named User may install the Programs on up to four (4) different
    Computers but may not use a Program on more than two (2) Computers
    simultaneously, except that Student and Home Licenses are limited to a
    single Computer. 

    (iii) The Licensee may redesignate the Named User authorized to use a
    Program, whether temporarily or not, up to four (4) times in any twelve
    (12) month period, except that Student and Home Licenses are not
    transferable.

    (iv) The Computer login of the Named User may not be shared with any other
    individual.

    1.2. Designated Computer License Option 

    (i) The Designated Computer License Option provides for use of Programs on
    a single, physical (not virtual) designated Computer.

    (ii) The Programs may be operated by only one Licensed User at any given
    time. 

    (iii) The Programs must be operated from the Designated Computer's console,
    except for remote access as allowed in Section 1.7 below.

    (iv) The Licensee may redesignate the Computer, whether temporarily or not,
    up to four (4) times in any twelve (12) month period.

    1.3. Network Named User License Option 

    (i) The Network Named User License Option provides for a specified number
    of designated Named Users to use the Programs on any Computer that is
    connected to the same, single License Manager. 

    (ii) The License Manager must be activated on a single Computer.

    (iii) The Programs may be operated by Named Users on Computers served by
    the same, single License Manager up to the maximum number of Named Users
    licensed for each Program.

    (iv) A Named User may not use a Program on more than two (2) Computers
    simultaneously.

    (v) The Programs may be installed on individual Computers to accelerate
    startup times as long as the use on all Computers is controlled by the
    same, single License Manager.

    (vi) The Licensee may redesignate the Named Users for a Program, whether
    temporarily or not, up to four (4) times in any twelve (12) month period.

    (vii) A Computer login of a Named User may not be shared with any other
    individual.

    (viii) For Programs that require MATLAB, Named Users of such Programs must
    also have a Network Named User license for MATLAB.

    (ix) The Network Named User License Option is only available for Standard

    1.4. Concurrent License Option[fn1]

    (i) The Concurrent License Option provides for a specified number of
    concurrent keys for each Program on the License that may be used
    simultaneously by Licensed Users on any Computer that is connected to the
    same, single License Manager.

    (ii) Before using a Program on any Computer, the Licensed User must check
    out a separate concurrent key from the License Manager for that Computer.

    (iii) The License Manager must be activated on a single Computer.

    (iv) The Programs may be installed on individual Computers to accelerate
    startup times as long as the use on all Computers is controlled by the
    same, single License Manager.

    (v) Licensees are prohibited from providing Program access to users located
    outside the Country[fn2] for which the Program is licensed unless Licensee
    has contracted for global use.

    (vi) For Academic and Classroom License Uses, installation of the Programs
    on students' own Computers is not permitted.

    1.5. Total Headcount License Option

    (i) The Total Headcount License Option provides for use of the Programs by
    a certain institution, organization, location, or other identified group of
    users, in accordance with the Campus-Wide and Primary and Secondary Schools
    License Uses described in Section 2 below. 

    1.6. Enterprise License Option

    (i) The Enterprise License Option provides for use of the Programs by all
    employees and consultants of Licensee and approved Affiliates on Computers
    controlled by Licensee, and is only available for Standard License Use.

    1.7. Remote Desktop and Shared Desktop
    This section applies to all License Options above.

    (i) Remote Desktop: A Licensed User may remotely access Programs using the
    Microsoft(r) Remote Desktop connection feature or similar technologies. For
    the Designated Computer License Option, only one named Licensed User may
    remotely access the Programs for software administration purposes, such
    Licensed User not to be redesignated more than four (4) times in any twelve
    (12) month period.

    (ii) Shared Desktop: A Licensed User may share remotely the desktop view of
    a Program session with another individual for assistive or demonstrative
    purposes only, using Microsoft(r) Remote Assistance technology, Skype(r)
    conferencing software, or similar technologies.[fn3] 

2. License Uses

    2.1. Standard

    (i) Standard Licenses are available for commercial, government, or other
    organizational use and are restricted to Internal Operations. 

    (ii) The Standard License is available under any of the License Options
    described above except for the Total Headcount License Option. 

    2.2. Educational Institutions

    (i) Educational Institution Licenses are available solely to
    degree-granting educational institutions and primary and secondary schools
    licensing the Programs for Academic Internal Operations.

    (ii) Use rights and associated License Options are determined based on the
    type of License acquired: Academic, Classroom, Campus-Wide, or Primary and
    Secondary Schools.

    (iii) Technical support and installation support are available for faculty
    and academic staff. Installation support is available for students.

    (iv) Data Center Use: Academic Internal Operations includes the
    installation and use of the Programs in a data center, high performance
    computing center, or other academic computing resource controlled by
    Licensee ("Data Center") by any individual who has been granted access to
    the Data Center by Licensee for the purpose of performing software
    administration, teaching, or noncommercial academic research. In the case
    of Data Center use by an individual who is not an enrolled student,
    employee, or other academic staff of Licensee, downloading and use of any
    Programs on the individual's Computer or any other Computer not controlled
    by Licensee is expressly prohibited.

        2.2.1. Academic

        (i) Program use is restricted to individuals listed in the definition
        of Academic Internal Operations (see Glossary).

        (ii) The Academic License is available under any of the Individual,
        Designated Computer or Concurrent License Options. 

        2.2.2. Classroom

        (i) Program use is restricted to students, instructors, and software
        administrators in on-campus facilities that are used solely in support
        of classroom instruction of students.

        (ii) The Classroom License is available under either the Designated
        Computer or Concurrent License Option.

        (iii) Research use is not permitted.

        2.2.3. Campus-Wide

        (i) Program use is restricted to individuals listed in the definition
        of Academic Internal Operations (see Glossary) on Computers owned or
        leased by the institution or by such individual.

        (ii) The Campus-Wide License is available solely under the Total
        Headcount License Option.

        2.2.4. Primary and Secondary School

        (i) Program use is restricted to all faculty, academic staff, and
        students of the school on Computers owned or leased by the school or by
        the individual faculty, staff, or student.

        (ii) Primary and Secondary School Licenses are available solely to
        primary and secondary schools under the Total Headcount License Option.

        (iii) Each Primary and Secondary School License is limited to a single
        physical address.

    2.3. Student 

    (i) Student Licenses may be licensed by students enrolled in
    degree-granting educational institutions, or primary and secondary schools,
    or those participating in a continuing education program at a
    degree-granting educational institution. A Licensee may use the Programs
    only on a single physical (not virtual) Computer owned or leased by the
    student.

    (ii) A Student License may also be licensed by teachers at primary and
    secondary schools for course preparation and teaching, and the Student
    License may be installed on Computers owned or leased by the teacher or
    school.

    (iii) A Student License may not be used for activities that are commercial,
    for profit, professional (except for primary and secondary school teachers
    using the License for the purpose of teaching at such schools), government,
    or revenue-generating.

    (iv) The Programs may only be accessible to, and used by, the Licensee. 

    (v) Technical support for Student Licensees is limited to installation
    support.

    (vi) A Student License is not transferable. 

    (vii) Returns and refunds of Student License purchases are subject to the
    refund policies at the time and point of purchase.

    2.4. Home

    (i) A Home License may be licensed by an individual and may be used only
    for personal use. A Home License may not be used for activities that are
    commercial, for profit, professional, academic, government, or
    revenue-generating. 

    (ii) A Licensee of a Home License may use the Programs only on a single
    physical (not virtual) Computer owned or leased by the Licensee.

    (iii) The Programs may only be accessible to, and used by, the Licensee.

    (iv) Technical support for Home Licensees is limited to installation
    support.

    (v) A Home License is not transferable. 

    (vi) Returns and refunds of Home License purchases are subject to the
    refund policies at the time and point of purchase.

3. Specific Program Use Rights

    3.1. MATLAB Parallel Server

        3.1.1. General Use Rights

        Licensed Users of MATLAB Parallel Server may run simultaneous sessions
        of certain Programs on one or more Computers through MATLAB Parallel
        Server, subject to the restrictions below:

        (i) The number of simultaneous Program sessions by all Licensed Users
        may not exceed the number of worker instances licensed, except that if
        a Licensed User has 200 worker instances checked out, the Licensed User 
        can scale to an unlimited number of worker instances without checking 
        out any additional worker instances. (This does not apply to on-demand
        use of MATLAB Parallel Server. See Section 3.1.2 below for details.)

        (ii) You must have access to a valid license to Parallel Computing
        Toolbox and any Programs you wish to use in order to be able to run
        sessions of such Programs through MATLAB Parallel Server.  However, a
        license to Parallel Computing Toolbox is not required when running
        Polyspace Bug Finder Server or Polyspace Code Prover Server with MATLAB
        Parallel Server, or when running Applications generated with a Compiler
        Program.

        (iii) Access to MATLAB Parallel Server may be made available to
        Licensed Users globally.

        (iv) Access to MATLAB Parallel Server may not be made available to any
        Third Party unless expressly allowed by your License Use.

        3.1.2 MATLAB Parallel Server On-Demand Use Rights 

        On-demand use of MATLAB Parallel Server allows you to pay based on
        usage.  Subject to all other restrictions in Section 3.1.1 above,
        Licensed Users of MATLAB Parallel Server may scale the number of
        worker instances on the following additional terms: 
        (1) Licensee uses online licensing; and (2) Licensee agrees to pay all
        MATLAB Parallel Server on-demand fees incurred by its Licensed Users
        applicable to their on-demand use, if any, of worker instances.  Any 
        fees that may be due to any cloud providers for use of their platforms,
        programs, or services are separate and are the responsibility of the 
        Licensee.

    3.2. MATLAB Production Server 

    Licensed Users of MATLAB Production Server are permitted to install and use
    MATLAB Production Server for the sole purpose of scheduling and running
    Applications generated with Licensee's validly licensed Compiler Program,
    provided that the number of worker instances running simultaneously on one 
    or more Computers does not exceed the number of worker instances acquired.
    Licensee may make the Applications running on MATLAB Production Server
    accessible to end-users globally, including Third Parties, via a web 
    interface, or other interface provided by Licensee, subject to the 
    restrictions of Part Two, Section 3.1 of this document (Deployment Rights; 
    Compiler Programs).  

    3.3. MATLAB Web App Server

    Licensed Users of MATLAB Web App Server are permitted to install and use
    MATLAB Web App Server globally to run Applications, provided that the total
    number of server instances does not exceed the number of server instances
    acquired. End-users of the Applications need not be Licensed Users of 
    MathWorks Programs and can access the Applications through a web browser.

    3.4. MATLAB Online Server

    Licensed Users of MATLAB Online Server are permitted to install and use
    MATLAB Online Server globally to run MathWorks Programs, provided that the
    total number of server instances does not exceed the number of server 
    instances acquired. End-users of Programs running on MATLAB Online Server 
    must have a valid license to any such Programs.

    3.5. Polyspace Bug Finder Server and Polyspace Code Prover Server

    Licensed Users of Polyspace Bug Finder Server and Polyspace Code Prover
    Server are permitted to install and use such Programs, provided that the
    number of worker instances running simultaneously on one or more Computers 
    does not exceed the number of worker instances acquired.


Part Two: Deployment Rights 

The Software License Agreement grants a Licensee and its Licensed Users ("you")
the limited rights to install and use Programs in accordance with the License
Offering you acquire. The Software License Agreement does not grant you the
right to modify or distribute Programs or Program Components or create
derivative works. This Part Two sets forth additional limited rights to modify,
create derivative works of, and/or distribute certain Program Components as
specifically set forth below. 

Certain Programs, such as the Compiler Programs and the Coder Programs,
generate output in the form of Source Code, Object Code, or other files and
materials.  For example, MATLAB Compiler and Simulink Compiler can be used to
create an executable program, and MATLAB Coder and other Coder Programs can be
used to generate Source Code in C and C++. Under certain circumstances
described below, you are permitted to use and distribute the files, models,
Applications, and Generated Forms that you create using the Programs. 

Some Programs are technically prevented from being compiled, distributed,
called from an external application, or used with MATLAB Parallel Server. 

All rights described below are limited by the restrictions of your License
Offering, this Program Offering Guide, and the Software License Agreement. 

1. Deployment Rights for User Files

You may distribute or sublicense User Files without restriction, provided that
a principal purpose of the distribution or sublicense is not to replace or
replicate a Program or any part of a Program and you otherwise comply with the
general restrictions of the Software License Agreement and your License
Offering.  "User Files" are MATLAB code files, Simulink model files, files
generated by RoadRunner Programs, MEX-files, MAT-files, VHDL-files,
Verilog-files, FIG-files or P-files that you create and that do not include any
code obtained from MATLAB code files, Simulink model files, MAT-files,
VHDL-files, Verilog-files, TLC-files, P-code, C/C++ files or other Source Code
files supplied with the Programs.

2.  Deployment Rights for Derivative Forms

Your rights to create, use and distribute Derivative Forms are limited to those
rights expressly set forth in this Section 2.

You may distribute Derivative Forms to Third Parties only (a) as expressly
permitted in Section 3.4 (API Code) below, or (b) if the Third Party is bound
by a Software License Agreement with MathWorks that requires such Third Party
to treat such Derivative Forms received from you as its own Derivative Form
under its Software License Agreement. 

If you receive software that is a Derivative Form under a Third Party's
Software License Agreement with MathWorks, or would otherwise be a Derivative
Form under the terms of your Software License Agreement, then you must treat
such software as a Derivative Form as if you modified or generated the software
yourself.

3. Deployment Rights for Generated Forms and Applications

Your rights to create, use and distribute Generated Forms and Applications are
limited to those rights expressly set forth in this Section 3. 

No further license or royalty fees shall be due to MathWorks for deployment as
expressly permitted in this Section, regardless of whether the deployment is
solely for your Internal Operations or to Third Parties. 

    3.1. Compiler Programs

    If you license a Compiler Program, you may create and deploy Applications
    generated by the Compiler Program that meet the requirements of this Section
    and comply with the restrictions in the Software License Agreement. 

    These Applications may include compiled versions of MATLAB code files or
    Simulink model files, but only as required for the Application and from
    Programs that you have licensed. You may also use and distribute the MATLAB
    Runtime together with these Applications for the sole purpose of running
    the Applications.  However, you are prohibited from making copies of the
    MATLAB Runtime accessible to any Third Party separate from or for use other
    than with your Application, and from providing the MATLAB Runtime for
    service bureau or similar service use.

    If you license Parallel Computing Toolbox (PCT) and generate an
    Application using any functionality of PCT, that Application may enable
    up to the number of worker instances provided by PCT used to build the
    Application. End-users of your Application do not need to have a license to
    PCT. 

    Your exercise of any of the rights granted here is subject to the
    restrictions in the Software License Agreement, including the following:

    i) You may not distribute any library header files. 

    ii) You may not use your Application to enable access to the code
    generation capabilities of Programs or the capabilities of other
    Transformation Programs.

    iii) Your Application may not provide capability similar to the
    capabilities of any of Programs, or provide functionality or behavior
    similar to that of the MATLAB command line or scripting and programming
    capabilities. Your Application also may not enable evaluation of end-user
    code or expressions.

    iv) Your Application may not provide access to all or a substantial portion
    of a Program. 

    v) You must include the notice "MATLAB(r). (c) 1984 - [INSERT YEAR MATLAB
    VERSION PUBLISHED] The MathWorks, Inc." in your Application's About Box, or
    similar visible location, and in the applicable documentation distributed
    with each copy of your Application.

    vi) You may not modify or remove any proprietary notices included with
    Programs or Program Components.  However, you are permitted to remove the
    MathWorks logo icon within the figure title bar of your Application and
    replace it with a different icon.

    3.2. Coder Programs

    This Section discusses the deployment rights MathWorks grants you in
    conjunction with your license and use of the Coder Programs: 1) MATLAB
    Coder, 2) Simulink Coder, 3) Embedded Coder, 4) HDL Coder, 5) Filter Design
    HDL Coder, 6) Simulink PLC Coder, and 7) GPU Coder.

    The Coder Programs take content that you choose to input. Depending on the
    Coder Program you use, the input could be a Simulink model, a Stateflow
    diagram, or MATLAB code. The Coder Program then converts this input to code
    in C/C++, VHDL/Verilog or PLC structured text.  You may copy and deploy 
    these Generated Forms for use outside of the Programs.

    In order to enable this output code to work, each of these Coder Programs
    will link in certain files proprietary to MathWorks, which may include C,
    C++, Assembly, linker command files, template makefiles, project files, or
    TLC source code files. You may only copy, modify, and deploy these
    proprietary MathWorks files in Source Code or Linked Object Code form for
    different development targets when used with the Coder Programs or with
    code generated by the Coder Programs as part of, and only as required by, a
    larger standalone application. A standalone application is an Application
    created using programming languages and tools other than the Programs,
    which executes outside of the Programs.

    3.3. Simulink Real-Time

    You may use Simulink Real-Time to develop Applications that include Object
    Code derived from Program Components of Simulink Real-Time that are
    required by the Application and that have been compiled or otherwise
    obtained from Simulink Coder on a single development Computer, download
    that Application to a target Computer, and distribute that Application
    beyond the target Computer. 

    3.4. API Code

    Programs you license may include selected Source Code and shared Object
    Code library files that implement various documented application
    programming interface (API) capabilities.

    You may use and modify such Source Code files solely for creation of your
    own Application. You may copy and distribute Object Code compiled from this
    Source Code, but only as either a standalone Object Code file or Object
    Code linked to your Application, and only for use with and deployment of
    your own Application.

    You may use, copy and distribute shared Object Code library files from the
    Programs for deployment of your own Application, but only if a header file
    exists in the Program for the shared library file. However, you may not
    copy or distribute the header files. You may not transfer Source Code,
    development rights or development capabilities for any Source Code or
    Object Code from the Programs to any Third Party. 

    3.5. MAT-Files

    You may create and distribute Applications that read MAT-files using the
    MAT-file API, but if you distribute such Applications to third parties,
    they must also implement MAT-file write capability. As an exception to
    Section 3.4 above, in connection with Applications that read and write
    MAT-files, you may use, copy, and distribute certain shared Object Code
    library files even if no header file exists in the Program for the shared
    library file. Consult the documentation on Sharing MAT-file Applications
    for a list of permitted files.

4. Application License

If you are distributing an Application, you must accompany the Application with
a written Application License. See the Glossary for Application License
requirements. The only exceptions to this requirement are when you are
distributing an Application solely for Internal Operations, or within an
embedded system not covered by a license agreement.



Part Three: Automation Servers and External Applications

Your rights to use the Programs in Automation Servers and External Applications 
are set forth in this Part Three. 

1. Definitions

"Automation Server" means an automated, batched, cron, scheduled, or unattended
process for software development, simulation, code generation, validation,
verification, or deployment or any other type of Program execution that
processes Program Input Artifacts. Automation Server includes server farm,
cluster, grid, build system, continuous integration system, regression server,
data center, and similar types of systems. Automation Server also means an
individual executing a Program to process Program Input Artifacts on behalf of
other individuals in order to minimize or avoid purchasing additional licenses
for such Program.  "External Application" means an external interface or
application, such as a web application or an application written in another
language, that calls or invokes the Programs. 

"Personal Automation Server" and "Personal External Application" mean,
respectively, an Automation Server or External Application wherein 1) the
Automation Server or External Application is used solely by you as an
individual solely on your own Program Input Artifacts, and 2) no other
individuals submit, or otherwise provide or allow you to use in any form,
Program Input Artifacts to the Automation Server or External Application.

"Program Input Artifact" means a file (e.g., a MATLAB file, Simulink model, or
Source Code file) used as input to a Program in an Automation Server or
External Application. 


2. Program Use in Automation Servers and External Applications

You may use Programs in Automation Servers and External Applications in
accordance with the conditions in this Section 2. Additional conditions apply
to Transformation Programs, as described in Section 3 below. 

The following provisions (i)-(vii) apply to any use of Programs in Automation
Servers and External Applications:

i) Programs may be run on Personal Automation Servers or Personal External
Applications.

ii) Programs may be run on Automation Servers using physical or virtual
machines.

iii) Programs may be run on Automation Servers using shared administrative
logins.

iv) Only Licensed Users of a Program may create or modify Program Input
Artifacts that are processed by that Program running on an Automation Server.

v) External Applications may be used by any individual or entity, including
Third Parties.

vi) External Applications must not: provide access to the MATLAB command line;
provide access to an entire Program, a substantial portion of a Program, or a
specific function of a Program; or enable evaluation of end-user code or
expressions.

vii) Programs must be contracted for global use if Program Input Artifacts used
in the Automation Server or External Application are created in different
regions, unless the Programs are licensed under an Educational Institution
License Use.

The following provisions (viii)-(x) apply to use of Programs in Automation
Servers and External Applications, licensed under specific License Options:

viii) Programs licensed under Individual or Network Named User License Option:
Programs may be run on an Automation Server or from an External Application if
the Program license is dedicated to this use and is not used for other
purposes, and the Program is not used on more than one (1) Computer at any
time. 

ix) Programs licensed under Designated Computer License Option: Programs may be
run on an Automation Server or from an External Application if the Program
license is dedicated to this use and is not used for other purposes. 

x) Programs licensed under Concurrent License Option, Total Headcount License
Option or Enterprise License Option: 
Programs may be run on an Automation Server or from an External Application. 


3. Transformation Programs and Client Access Licenses

    3.1. Transformation Programs

    The Transformation Programs are:

    MATLAB Coder

    Simulink Coder

    Embedded Coder

    HDL Coder

    Filter Design HDL Coder 

    Simulink PLC Coder

    GPU Coder

    MATLAB Compiler

    MATLAB Compiler SDK

    Simulink Compiler
    
    Simulink Code Inspector

    Simulink Design Verifier

    Polyspace Bug Finder

    Polyspace Code Prover

    RoadRunner Scene Builder


    Section 3.14 of the Software License Agreement states that you are not
    permitted to "create a server or automated system for the Transformation
    Programs without obtaining a license from MathWorks that expressly allows such
    use." The Transformation Programs may be used in Personal Automation
    Servers or Personal External Applications. The Transformation Programs may
    only be used in Automation Servers or External Applications if you have
    sufficient licenses as described in Section 3.2 below.

    Polyspace Bug Finder and Polyspace Code Prover may not be used in an
    Automation Server except to prepare and initiate analysis performed by
    Polyspace Bug Finder Server and Polyspace Code Prover Server when used in
    conjunction with MATLAB Parallel Server.

    RoadRunner Scene Builder may not be used in an Automation Server. It may,
    however, be used by an individual to process Program Input Artifacts on 
    behalf of other individuals working in the same, single vehicle program
    without purchasing additional licenses for RoadRunner Scene Builder for 
    such other individuals. "Vehicle program" means a feature or suite of
    features for automated driving, marketed or intended to be marketed under a
    single name.  Any use for other vehicle programs requires the purchase of
    additional licenses. 

    3.2. Client Access Licenses
    Client Access Licenses (CALs) are licenses that give you the right to use
    Transformation Programs to process Program Input Artifacts in an Automation
    Server, or to call Transformation Programs from an External Application, if
    you do not otherwise have sufficient licenses for the Transformation
    Programs. 

    CALs are only offered for Standard Licenses and only with an Annual term.

    If a Licensee is using a Transformation Program to process Program Input
    Artifacts in an Automation Server, or calling a Transformation Program from
    an External Application: 
    
    * For Transformation Programs in the MATLAB and Simulink product
      families, the Licensee's total number of licenses (including CALs) for
      the Transformation Program must be no less than the number of MATLAB or
      Simulink licenses used to create or modify the Program Input Artifacts. 

    * For Transformation Programs in the MATLAB and Simulink product families
      licensed under the Concurrent License Option, the Licensee's total number
      of licenses (including CALs) for the Transformation Program may instead
      be based on the number of Licensed Users of MATLAB or Simulink licenses
      used to create or modify the Program Input Artifacts.

    * For Transformation Programs in the MATLAB and Simulink product families
      licensed under the Enterprise License Option, each user's total desktop
      usage of the Transformation Program (including CALs for such
      Transformation Program), must be no less than such user's total desktop
      usage of the MATLAB or Simulink licenses used to create or modify the
      Program Input Artifacts processed by such Transformation Program.

    Examples:

    1. Licensee uses MATLAB to create or modify MATLAB files processed by
    MATLAB Compiler in an Automation Server or External Application.

    * If Licensee has 5 Individual licenses of MATLAB and 2 Individual licenses
      of MATLAB Compiler, Licensee needs to purchase 3 Individual MATLAB
      Compiler CALs.
    * If Licensee has 5 Individual licenses of MATLAB and 5 Individual licenses
      of MATLAB Compiler, no CALs are needed.


    2. Licensee uses Simulink to create or modify Simulink models processed by
    Simulink Coder in an Automation Server or External Application.
    * If Licensee has a Concurrent license with 10 Simulink keys and 3 Simulink
      Coder keys, Licensee needs 7 Simulink Coder CAL keys.
    * If Licensee has a Concurrent license with 10 Simulink keys and 10
      Simulink Coder keys, no CAL keys are needed. 



Part Four: Software Maintenance Service and Updates

1. Software Maintenance Service
MathWorks Software Maintenance Service is required in order to receive the
following services:[fn4] 

* Product general releases with new features, enhancements, and bug fixes

* Direct technical support by phone, email, and web

* Ability to add new Programs[fn5]

* Access and storage for online services including MATLAB Mobile, MATLAB Drive,
  and MATLAB Online 

* Access to prereleases of Programs that are available for pre-release 

* Add-ons and Support Packages via Add-On Explorer

* Converting License Option[fn6]

* Transferring Programs[fn5,fn6]

* Changing country of Licensed Users or changing License to global use[fn6]

* Enhanced web access to trial licenses of Programs 

You must keep your Software Maintenance Service up to date to receive these
services uninterrupted.  For Annual and Term licenses, Software Maintenance
Service is included as part of the license and will expire automatically at the
end of the term. For Perpetual licenses, the first year of Software Maintenance
Service is included with the initial purchase and you must renew annually after
that. 

Fees for subsequent year Software Maintenance Service renewals are calculated
based on the Programs and License Offering.  Software Maintenance Service must
be purchased for a minimum of one year (12 months) forward.

    1.1 Fees for Lapsed Software Maintenance Service

    For Perpetual licenses, if your Software Maintenance Service has expired
    without being renewed, you may reinstate it by paying the fees described
    below.  Reinstating will provide access to all Software Maintenance Service
    services available at the time of reinstatement, including the latest
    versions of Programs licensed.

    Your quote to reinstate lapsed Software Maintenance Service for Programs
    will include fees for the forward service period, any applicable back
    maintenance fees for the lapsed period, and a reinstatement fee of 25% of
    the annual cost of Software Maintenance Service. These fees are subject to
    change.


2. Updates
As needed, MathWorks provides software Updates between general releases of the
Programs. Updates for a general release are available to all Licensees who have
access to that general release. Software Maintenance Service is not required to
receive Updates.

Updates provide bug and security fixes that you can apply to an existing
installation. Updates are available for general releases starting with R2013b.

You can receive information about Updates through MATLAB desktop notifications
or through the Bug Report System on the MathWorks website at
https://www.mathworks.com/support/bugreports/. The Bug Report System provides
information about bugs, security issues, workarounds, and Updates, and allows
you to create a watchlist to be notified automatically via email about issues
of interest.

Part Five: Glossary of Terms

"Academic Internal Operations" means the use of the Programs by enrolled
students, employees (faculty and academic staff),  and other academic staff
(including visiting professors and researchers), provided that such other
academic staff have been granted institution email accounts and internal
network login privileges by the Licensee.  Such use must be in accordance with
the Educational Institutions License Use acquired, for the purpose of (i) in
the case of employees and other academic staff, performing software
administration, teaching, and noncommercial, academic research in their
ordinary course; and (ii) in the case of enrolled students, meeting classroom
requirements of courses and study offered by the Licensee. Academic Internal
Operations includes Data Center Use as described in Part One, Section 2.2(iv)
above.

"Application" means binary executable software that runs independently of the
Programs, consisting of one or more software files that Licensee has created by
either (a) using a Program to compile or translate Licensee created Source Code
or (b) incorporating or linking any part of any compiled Source Code, library
file, or other Program Component provided with the Program.  An Application
must contain original code developed by Licensee and must provide substantial
functionality not contained in, or provided by, the Program Components that are
incorporated into such Application.  If a software file created by a Licensee
incorporates Program Components, but does not meet the requirements of the
previous two sentences, then it is a Derivative Form (as defined below).  An
Application may contain Linked Object Code which, if such Object Code was not
Linked to the Application and was a standalone file, would otherwise have been
deemed a Derivative Form.  

"Application License" means a license for an Application that contains terms
and conditions that (a) are at least as restrictive as the terms and conditions
of the Software License Agreement (b) explicitly exclude MathWorks and its
Licensors from all liability for damages or remedies; (c) do not provide a
warranty for any Program; (d) do not transfer or convey any use or deployment
rights for any Program without MathWorks consent; and (e) prohibit the removal
of any copyright, trademark, logo, proprietary rights, disclaimer or warning
notice included on or embedded in any part of the deployed Application.
Further, if Licensee's Application is generated with a Compiler Program, then
Licensee's Application License shall include or incorporate by reference the
terms of the MATLAB Runtime License included in a text file at [MCR Install
Directory]\[version_number]\MCR_license.txt located within the installation for
the MATLAB Runtime.

"Coder Programs" means Simulink Coder, MATLAB Coder, Embedded Coder, HDL Coder,
Filter Design HDL Coder, Simulink PLC Coder, and GPU Coder.

"Compiler Programs" means MATLAB Compiler and Simulink Compiler.

"Derivative Form" means a software file that Licensee has derived from one or
more Program Components (including without limitation by incorporating,
translating, or modifying, in whole or in part, any Program Component), and
which, if modified or copied without MathWorks' authorization, would constitute
a copyright infringement or breach of the Agreement.  A software file created
by Licensee which qualifies as an "Application" under the above definition
shall not be deemed a Derivative Form.

"Generated Form" means the output of the Transformation Programs in the form of
Source Code or Object Code, as well as such Source Code converted to Object
Code or Linked forms.

"Internal Operations" means the use of a Program by employees, consultants,
student interns, and software administration contractors of Licensee or an
Affiliate on behalf of the Licensee or Affiliate. 

"Linked" means an executable or loadable file created by a compiler or linker
program combining Object Code module files.

"MATLAB Runtime" means MATLAB Runtime support libraries and other files for
deployment of Applications created with a Compiler Program. MATLAB Runtime is
a Program Component of the MATLAB Compiler.

"Named User" means a Licensed User, that must be an individual, designated and
identified by the Licensee as the "Named User" for a License to a Program, and
in respect to the Network Named User License Option, listed in the license
options file.

"Object Code" means the code created by a system compiler from source code;
also called "machine-readable code."  Object Code can be Linked with an
appropriate linker to resolve address references and may be combined with other
Object Code for targeted execution on a specific processor.  Object Code
includes "Object Code libraries" and "shared libraries," which are groupings of
Object Code for specific purposes.

"Program" means the software licensed under the Software License Agreement,
including Program Components, Documentation, enhancements, and error
corrections.  Each product licensed is a separate Program. 

"Program Component" means any portion of, or file provided with, a Program.

"Source Code" means human-readable program code written in a higher-level
language such as C, C++, Java, MATLAB, MDL, SLX, VHDL, Verilog, or Fortran,
which must be translated or compiled into machine-readable code before it can
be executed by a computer.  Source Code also includes header files and other
human-readable files necessary for a Program to be compiled in the higher-level
language.

"Transformation Programs" are the Programs listed in Part Three, Section 3.1.

"Updates" means software updates to the Programs as described in Part Four,
Section 2.

Footnotes

[fn1] Details vary for Programs listed in Section 3 below, Specific Program
Use Rights

[fn2] Solely in respect to a Concurrent License Option licensed for a Standard
License Use, "Country" means in respect to member countries of the United
States-Mexico-Canada Agreement (USMCA) or any successor agreement, all such
countries collectively; and in respect to Iceland, Norway, Switzerland, the
United Kingdom, and member countries of the European Union ("EU"), all such
countries collectively. 

[fn3] Microsoft and Skype are registered trademarks of Microsoft Corporation.

[fn4] Services may vary depending on License Offering.

[fn5] Program dependency rules apply.

[fn6] Additional fees may apply.

09/2020


