The MathWorks, Inc. Software License Agreement Read the terms and conditions of this Agreement carefully before installing the Programs. This License Agreement represents the entire agreement between you (the "Licensee" - either an individual or an entity) and The MathWorks, Inc. ("MathWorks") concerning the Programs and the accompanying user Documentation. By installing the Programs, you accept the terms of the Agreement. If you are not willing to do so, do not continue with the installation. _______________________________________ Licensee may receive a full refund if within thirty (30) days from the date of delivery (the "Acceptance Period") Licensee does not accept the terms and conditions of this License and the applicable Addendum, or if Licensee terminates this License for any reason, within the Acceptance Period. LICENSE GRANT. The MathWorks, Inc. ("MathWorks") hereby grants to Licensee a nonexclusive License to install and use the Programs and accompanying Documentation as provided herein. The licensed Programs and Documentation, including Error Corrections and Enhancements made to the Programs, whether made by MathWorks or otherwise, are, and shall at all times remain, the property of MathWorks and/or its Licensors, and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. LICENSE FOR THIRD PARTY SOFTWARE. MathWorks has been granted licenses to distribute certain third party software. As a condition of those licenses, MathWorks is required to distribute the software subject to specific terms and conditions, which may be different from or additional to those contained herein for MathWorks' Programs. Licensee understands and agrees that acceptance of this Agreement also confirms Licensee's acceptance of the applicable provisions for use, including the restrictions on use, of such third party software. The current applicable provisions may be viewed at http://www.mathworks.com/thirdpartylicense. Licensee may also contact MathWorks to obtain the current applicable provisions. Licensee's breach of the applicable provisions of any third party's license terms shall also be considered a material breach of this Agreement. DEFINITIONS. Affiliate. A person or 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. Concurrent Copies. The combined number of users that may simultaneously operate a Program in a Concurrent License. Distribution. The distribution on physical media and/or electronic distribution. Documentation. The user guides and instructional material, if any, accompanying delivery of a Program as may be updated from time to time. Documentation may be delivered in printed and/or online forms, and in one or more languages. Enhancement. A change or addition to a Program, other than an Error Correction, that improves its function, adds new function, or enhances its performance. Error Correction. A change to a Program that is in a form that allows its application to the Program to reestablish material conformity with the description of the Program's operation in the related Documentation. Group Copies. The combined number of installations of a Program in a Group License. Internal Operations. The use of a Program by employees of Licensee or an Affiliate for the purpose of performing services on behalf of the Licensee or Affiliate, or in the performance of services for Third Parties who engage Licensee or an Affiliate for such services. As used herein, "employees" includes student interns and consultants of Licensee or its Affiliates. License. MathWorks' grant to Licensee of a nonexclusive right to install and use a Program in accordance with the License Option purchased. Licensed Users. Those users of the Programs, designated by the Licensee as authorized to use the Programs for Licensee's Internal Operations, to the extent permitted by the License Option purchased. Licensee. The individual or entity to whom MathWorks grants the License. The Licensee is responsible for meeting the contractual obligations of the License, and ensuring that anyone permitted access to the Programs also meets such obligations. License Option. The specific rights, restrictions, and obligations under which Licensee may use a Program pursuant to this Agreement, including the applicable Addendum. By accepting a Program during the Acceptance Period, Licensee also accepts the applicable rights and agrees to be bound by the applicable obligations and restrictions of the License Option purchased. Licensor. The person who, or entity which, grants a license to MathWorks to redistribute that person's or entity's intellectual property. MAT-files. The default data file format for importing and exporting data to MATLAB. Usually has the filename extension ".mat". M-file. A file containing a program or function written in the MATLAB language. Usually has the filename extension ".m". MDL-file. A file containing Simulink models. Usually has the filename extension ".mdl". P-file, P-code. A pre-parsed version of the original M-file code for execution on MATLAB. Usually has the filename extension ".p". Program(s). The computer software delivered hereunder. Third Party. Any person or legal entity which is not an Affiliate. TLC-file. A file containing Target Language Compiler instructions that explicitly control the way code is generated by Real-Time Workshop. INSTALLATION AND USE. Specific rights, obligations, and restrictions apply to each License Option. By accepting the terms and conditions of the Agreement, Licensee also accepts the License Option purchased. LICENSE OPTIONS. Individual License. The Programs may be installed and operated on a single designated computer, and Program use is restricted to a single person at any given time. Remote access is permitted, however this does not expand the licensed use beyond a single person at any given time. Group License. The Programs may be installed and operated on a designated number of computers (up to the number of Group Copies purchased). Licensee shall accurately administer, count, and control the number of copies of each licensed Program installed. Concurrent License. The Programs may be installed on a single network server, and, where appropriate, portions of the Programs on individual computers to accelerate startup times, so long as the installations on the individual computers are controlled by the license manager on a single network server. Licensee may have as many users operating a Program at any given time as the number of Concurrent Copies purchased. Licensees of the Concurrent License option are prohibited from providing Program access to users located outside the country in which the license manager server is installed. EDUCATIONAL USE RESTRICTIONS. Academic License. Programs licensed to degree-granting educational institutions at MathWorks' Academic License discount are restricted to use in connection with on-campus computing facilities that are used solely in support of classroom instruction and research activities of students, teaching faculty and staff, and research staff. The right to use the Programs for any other purposes, including commercial purposes, is expressly prohibited. Classroom License. Programs licensed to degree-granting educational institutions at MathWorks' Classroom License discount are further restricted to use in connection with on-campus computing facilities that are used solely in support of classroom instruction of students. The right to use the Programs for any other purposes, including research and commercial purposes, or by faculty and staff, is expressly prohibited. Student License (Student versions of the Programs or any Programs licensed at a student discount). Student Licenses are restricted to use on a student's own computer. Student Licenses are further restricted to use in connection with courses offered by degree-granting institutions, either by students working toward a degree, or by continuing education students. The right to use the Programs for any other purposes, including commercial purposes, is expressly prohibited. Notwithstanding anything to the contrary contained in this Agreement, Student Licenses are nontransferable. Maintenance and Support are not provided with the Student License. The Programs may be installed on a backup computer (while the designated computer is disabled) or on a replacement computer. Replacements include both permanent and temporary use at the same or different site. For Individual and Group Licenses, temporary use at a different site may include installation for use at home by Licensed Users, provided Licensee permits such home use and Licensee otherwise complies with the terms of this Agreement and causes its Licensed Users to so comply. Home use is not available for Concurrent Licenses, except where a Concurrent Copy may be remotely checked out from Licensee's network server. Use of the Documentation, whether provided in printed or online form, is licensed in the same manner as the Programs. Notwithstanding the foregoing, online Documentation may be made available on Licensee's intranet, provided it is not accessible by external sources or made available over the Internet. Licensee may not otherwise republish the Documentation. Licensee shall use the Programs and Documentation only for Internal Operations. Licensee may not sell, license, sublicense, rent, or make the Programs or Documentation available for use by any Third Parties. Licensee shall not provide access to the Programs via a Web application without procuring specific rights to do so by licensing the MATLAB Web Server. Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Programs. All copies of Programs shall contain all copyright and proprietary notices as in the original. MathWorks supplies its Programs and Documentation in archival form on Compact Disc (CD) and by means of electronic distribution via the Internet. MathWorks provides the Licensee with a personal license password and/or license file that specifies the Programs licensed by Licensee. Licensee shall not attempt to access or use Programs that Licensee is not currently licensed to use. Furthermore, Licensee shall not disclose the personal license password and/or license file or allow them to be used except for installation of the Programs as provided herein. Licensee shall not decompile, disassemble or otherwise reverse engineer the Programs. For European Union Licensees, the following rights apply: EUROPEAN UNION: Licensee may only decompile, disassemble, or otherwise reverse engineer the Programs where any such act is necessary to create an independent program that is interoperable with the Programs or with another program or to observe, study, or test the functioning of the Programs solely in order to understand the ideas and principles that underlie any element of the Programs ("the Permitted Objective") and provided that: (a) this may only be done if the information necessary to achieve the Permitted Objective has not already been made available or has not been provided by MathWorks within a reasonable time of a written request to MathWorks to provide such information; (b) the compilation, disassembly, or reverse-engineering is confined to those parts of the Programs necessary to achieve the Permitted Objective; (c) the information gained is not used for anything other than the Permitted Objective and is not disclosed to any other person except as may be necessary to achieve the Permitted Objective; and (d) the information obtained is not used to create a program substantially similar in its expression to the Programs including, but not limited to, expressions of the Programs in other computer languages, or for any other act restricted by copyright in the Programs. Except as expressly provided by this Agreement, including the attached Addendum, Licensee may not adapt, translate, or convert "M-files" or "P-code" contained in the Programs in order to create software, a principal purpose of which is to perform the same or similar functions as Programs licensed by MathWorks or which is intended to replace any component of the Programs. The Licensee may not incorporate or use "M-files", "P-code", source code, or any other part of the Programs in or as part of another computer program without the consent of MathWorks. A Licensed User may modify pieces of MathWorks' code for the Licensed User's own use. A Licensed User may share such modified code with others provided each recipient is also a Licensed User for the original form of the code. 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. FEDERAL ACQUISITION. This provision applies to all acquisitions of the Program and Documentation by or for the federal government of the United States. By accepting delivery of the Program, the government hereby agrees that this software qualifies as "commercial" computer software within the meaning of FAR Part 12.212, DFARS Part 227.7202-1, DFARS Part 227.7202-3, DFARS Part 252.227-7013, and DFARS Part 252.227-7014. The terms and conditions of this Agreement shall pertain to the government's use and disclosure of the Program and Documentation, and shall supersede any conflicting contractual terms or conditions. If this License fails to meet the government's minimum needs or is inconsistent in any respect with federal procurement law, the government agrees to return the Program and Documentation, unused, to MathWorks. MAINTENANCE AND SUPPORT. During any paid Maintenance and Support subscription term, if applicable, MathWorks shall: deliver subsequent releases of the Programs that are not charged for separately; exert reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the Programs that are directly attributable to MathWorks, and (b) correct such errors in the next available release, provided Licensee provides MathWorks with sufficient information to identify the problems. During this same paid Maintenance and Support subscription term, Licensee shall also be entitled to receive technical support by telephone, fax or electronic mail regarding the installation and/or use of the licensed Programs and their interaction with hardware, operating environments, and other software products. MathWorks reserves the option to discontinue, in whole or in part, offering Maintenance and Support subscriptions for any Program or platform. TERM. This Agreement shall continue until the earlier of (a) termination by MathWorks or Licensee as provided below, or (b) such time as there are no Programs being licensed to Licensee hereunder. For Annual Licenses: LICENSEE UNDERSTANDS AND AGREES THAT EACH ANNUAL LICENSE WILL TERMINATE AFTER EACH ONE (1) YEAR PERIOD, UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING THE THEN-CURRENT ANNUAL LICENSE RENEWAL FEE. MathWorks or its authorized distributor will notify Licensee in advance of each renewal term. LICENSEE UNDERSTANDS THAT THE PROGRAMS WILL STOP OPERATING UNLESS LICENSEE PAYS THE LICENSE RENEWAL FEE AND IS GIVEN RENEWAL PASSCODES. Maintenance and Support subscriptions are included in the original License fee and any subsequent renewal. For Perpetual Licenses: Licensee shall have the right to use the Programs indefinitely, subject to the TERMINATION provisions in this Agreement. LICENSEE UNDERSTANDS AND AGREES THAT THE MAINTENANCE AND SUPPORT OF EACH PERPETUAL LICENSE WILL TERMINATE UPON EXPIRATION OF THE INITIAL SUBSCRIPTION TERM INCLUDED WITH THE PURCHASE OF THE LICENSE. Thereafter, the Maintenance and Support subscription term may be renewed for any Program, in one year increments, at the then-current price, so long as MathWorks offers such Maintenance and Support. MathWorks or its authorized distributor will notify Licensee in advance of each Maintenance and Support subscription renewal term. For Student Licenses: The Student License term extends only for the duration of Licensee's enrollment in a degree-granting institution or participation in a continuing education program of a degree-granting institution. TERMINATION. MathWorks may terminate this License grant, by written notice to Licensee if Licensee breaches any material term of this License, including failure to pay any License fees due, and Licensee has not cured such breach within sixty (60) days of written notification. Licensee may terminate this License at any time, for any reason. Licensee shall not be entitled to any refund if this License is terminated, except for License fees paid for any Programs for which the Acceptance Period has not expired at the time of termination. Upon termination, Licensee shall promptly return all but archival copies of the Programs and Documentation in Licensee's possession or control, or promptly provide written certification of their destruction. EXPORT CONTROL. The Programs may be subject to U.S. export control laws. 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 and Documentation imposed by MathWorks in any Destination Control Statement or other document for the purpose of export control shall prevail over any term in this Agreement. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificates or other proof of tax exempt status, Licensee shall pay all taxes, duties, or customs, except for taxes based on MathWorks' net income. USE OF NAME AND TRADEMARKS. Licensee shall not use the name, trade names or trademarks of MathWorks or any of its Affiliates 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. ASSIGNMENT. This License is nontransferable to a Third Party without MathWorks' consent, which shall not be unreasonably withheld. This License may be transferred to an Affiliate provided that MathWorks is notified in writing of the transfer and the Affiliate accepts these same terms and conditions. LIMITATION OF LIABILITY. THE PROGRAMS SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION 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, AS INSTALLED ON THE DESIGNATED COMPUTER OR DESIGNATED SERVER FOR WHICH USE OF THE PROGRAM IS LICENSED HEREUNDER; 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. 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, 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 the Program does not operate as warranted, Licensee's exclusive remedy and MathWorks' sole liability under this warranty shall be a) the correction or workaround by MathWorks of major defects within a reasonable time, or b) should such correction or workaround prove neither satisfactory nor practical, termination of the relevant License and refund of the initial License fee paid to MathWorks for the Programs. All requests for warranty assistance should be directed to The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA 01760-2098, U.S.A. EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED. SOME STATES AND COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PROGRAMS AND THE RESULTS OBTAINED THEREFROM. GENERAL. To the extent any governing law, treaty, or regulation is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this Agreement shall not be affected. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement and the applicable Addendum thereto contains the entire understanding of the parties and may not be modified or amended except by written instrument, executed by authorized representatives of MathWorks and Licensee. 092200 Application Deployment Addendum To The MathWorks, Inc. Software License Agreement 1. Purpose. The MathWorks, Inc. Software License Agreement (the "Agreement") contains restrictions prohibiting Program modification, access by or distribution to Third Parties, and Web access. Licensees of MathWorks' Deployment Programs, Libraries, and other selected Programs who are using Program source code and/or automatically generated code external to the licensed Programs, have rights and obligations in addition to those contained in the Agreement. This Addendum sets forth those additional rights and obligations. Except as provided in this Addendum, if a Licensed User distributes Derivative Forms of a Program outside of an Application or within a Standalone Application, each recipient must also be a Licensed User of the Program. MathWorks or its Licensors retain all right, title, and interest in the Derivative Forms of its Programs. 2. Scope. This Addendum does not apply to Licensee's own code. Licensee may distribute, sublicense, and resell without restriction, M-files, MDL-files, MEX-files and P-files written by Licensee, provided they do not include any code obtained from M-files, MAT-files, P-code, MDL-files, C/C++ files, TLC-files or other source files supplied as part of the licensed Programs. 3. Noncompetition. Licensee agrees not to use the Programs, Derivative Forms, or Compiled Forms to distribute its own, or a Third Party's Application, a principal purpose of which, as solely determined by MathWorks, is to perform the same or similar functions as Programs licensed by MathWorks or which is intended to replace any component of the Programs. Licensee shall not otherwise use the Programs to compete with the products or businesses of MathWorks by distributing complete Libraries, or any form of an entire Program or a substantial portion of a Program. 4. Definitions. Application. Licensee's software, any part of which was developed using MathWorks' Programs, including Standalone and Embedded Applications. Application license. A license granted by Licensee to its end-users for the installation and use of Licensee's Application. Compiled Forms. The source code output of the MATLAB Compiler, Real-Time Workshop, Stateflow Coder, Ada Coder, Real-Time Workshop Embedded Coder, and other code generation Programs, as well as such source code converted to Object Code or Linked forms. Derivative Forms. A form of the Program that is based upon one or more preexisting forms of the Program, such as a revision, modification, translation, abridgment, condensation, expansion, or any other form in which the preexisting Program may be recast, transformed, or adapted, and that, if prepared without MathWorks' authorization, would constitute a copyright infringement or License breach. Embedded Application. Licensee's Standalone Application developed for use on an embedded or dedicated processor, DSP, or computer, intended to perform functions in an environment independent from the Programs. Encrypted P-code. A form of P-code that is executable by MATLAB or the MATLAB Runtime Server. Encrypted P-code is machine-readable but not human-readable. Ineligible Programs. Those Programs listed on MathWorks' current Price List Addendum, which are not eligible for deployment, compilation, distribution, or Web access. Linked. The grouping together of multiple software components into a single product. For example, Libraries are Linked with Applications. MATLAB Runtime Code. MATLAB Runtime Server and Encrypted P-code versions of licensed Programs. MEX-file. Compiled C, C++, Ada, or Fortran functions that can be called directly from MATLAB. Object Code, Binary. The code created by a system compiler from source code. Also called "machine-readable code". Relocatable object code. A form of object code that does not have a specific address mapping, but has been generated for execution on a specific processor. Relocatable 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. Source code. Human-readable program code written in a higher-level language such as C, C++, Java(tm), Ada, MATLAB, or Fortran, which must be translated or compiled into machine-readable language before it can be executed by a computer. Standalone Application. An Application which does not require the MATLAB Program to run. Deployment Programs. MATLAB Compiler MATLAB Runtime Server Development Kit Real-Time Workshop Real-Time Workshop Embedded Coder Real-Time Workshop Ada Coder Stateflow Coder Real-Time Windows Target xPC Target xPC Target Embedded Option MATLAB Web Server MATLAB C/C++ Math Library MATLAB Graphics Library 5. Deployment Programs Licensees of MathWorks' Deployment Programs may automatically generate code from M-files and/or Simulink/Stateflow diagrams into one or more forms such as MEX-files, C, C++, Ada, P-code, relocatable object code, Linked binary forms, and other compiled forms (all hereinafter referred to as "Compiled Forms"). Furthermore, Licensee may copy and deploy these Compiled Forms for use outside of the Programs. Not all Programs are eligible for deployment within Licensee's Application. For a list of those Programs which are ineligible for deployment ("Ineligible Programs"), consult MathWorks' current Price List Addendum or contact your local authorized MathWorks representative. 5.1 MATLAB Application Deployment Programs 5.1.1 MATLAB Compiler. Licensee may include, by compilation for deployment, only those select M-files from the licensed Programs required for the Application. 5.1.2 MATLAB C/C++ Math Library, and MATLAB C/C++ Graphics Library. Licensee may deploy, at no cost, copies of Applications that incorporate Linked-in copies of the Libraries and compiled versions only of those select M-files from the licensed Programs required for the Application. No further fees shall be due to MathWorks for such deployment within Licensee's Application, regardless of whether the Application is distributed solely for Licensee's Internal Operations or to Third Parties. In no event shall Licensee deploy complete Libraries, or any form of an entire Program or a substantial portion of a Program. 5.1.3 MATLAB Runtime Server Development Kit. Use of each MATLAB Runtime Server Development Kit is limited to a single site designated by the Licensee. Licensee may include MATLAB Runtime Code as executable code fully integrated into Licensee's Application. In order to distribute the Application, Licensee must purchase a License to make runtime copies of the MATLAB Runtime Code. Runtime copies are Application-specific, meaning Licensee must purchase separate runtime copies for each Application. The number of copies of the MATLAB Runtime Code that Licensee may distribute at any given time must be less than or equal to the number of runtime copies purchased for each Program distributed with each Application. MATLAB Runtime Code may be installed on single designated computers or on network servers. Licensee or the recipient of Licensee's Application, must accurately count the maximum number of copies installed on single designated computers, and the number of copies in use at any given time on network server installations. The use of a tracking system or license manager is recommended. MathWorks shall be provided a reasonable opportunity for access to Licensee's records for the purpose of conducting an audit of fees, if any, due hereunder. 5.1.4 Web Access The licensed Programs may not be operated from within a Web Application without procuring a MATLAB Web Server License. MATLAB Web Server. A Licensed User of the MATLAB Web Server may call the licensed Programs from within their own external Web Standalone Application, provided the Licensed User's Web Standalone Application does not provide access to the MATLAB command line, or any of the licensed Programs with code generation capabilities. In addition, Licensed Users may not provide access to an entire Program or a substantial portion of a Program. Such operation of a Standalone Application via a Web interface may be provided to an unlimited number of web browser clients, at no cost, for Licensee's own use for its Internal Operations, and for use by Third Parties. 5.2 Simulink and Stateflow Application Deployment Programs 5.2.1 Real-Time Workshop, Real-Time Workshop Embedded Coder, Real-Time Workshop Ada Coder, and Stateflow Coder. MathWorks provides directories of C, TLC, and Ada source code files that implement the real-time framework, code generation instructions, and Application Programming Interface (API) for use with the code generated by Real-Time Workshop, Real-Time Workshop Embedded Coder, Real-Time Workshop Ada Coder, and Stateflow Coder. * Licensee may use, copy, and modify these files in source code form for different development targets, provided that they are only copied for development use in connection with the Real-Time Workshop, Real-Time Workshop Embedded Coder, Real-Time Workshop Ada Coder, or Stateflow Coder Programs. * Licensee may copy and deploy these files outside of the Real-Time Workshop, Real-Time Workshop Embedded Coder, Real-Time Workshop Ada Coder and Stateflow Coder Programs in Linked binary form or source code form, if used as part of a larger Standalone Application. * No further fees shall be due to MathWorks for such deployment within Licensee's Application, regardless of whether the Application is deployed solely for Licensee's Internal Operations or to Third Parties. * Licensee is prohibited from creating a Real-Time Workshop and/or Stateflow Coder code generation server which bypasses MathWorks' normal license management procedures. 5.2.2 Real-Time Windows Target. Licensee may not incorporate Real-Time Windows Target into an Application for deployment without contracting with MathWorks for an OEM or VAR agreement. 5.2.3 xPC Target and xPC Target Embedded Option. Licensee may develop Applications that incorporate Linked-in copies of xPC Target and those files required for the Application that have been compiled or otherwise obtained from Real-Time Workshop and/or Stateflow Coder on a single development PC, and download that Application to a target PC directly connected to the development PC by either Ethernet or serial connections. The right to distribute the Application beyond the target PC is contingent upon the purchase of a License of the xPC Target Embedded Option. No further fees shall be due to MathWorks for such deployment within Licensee's Application, regardless of whether the Application is deployed solely for Licensee's Internal Operations or to Third Parties. 6. Data Acquisition Toolbox. MathWorks provides directories of source code files that implement the adaptor interface for the Data Acquisition Toolbox. Licensee may use, copy, and modify the source code files for creation of Licensee's own adaptor for use with the Data Acquisition Toolbox. Licensee may copy and distribute Licensee's own adaptor outside of the Data Acquisition Toolbox, but only in Linked binary form for use with the Data Acquisition Toolbox. 7. Application Licensing For any distribution of Applications containing Linked-in copies of Libraries, the MATLAB Runtime Server, and/or components of a Program in a Compiled Form to: Licensee's internal organization: Licensee shall take appropriate action by instruction, agreement, or otherwise with any recipients of the Application, so as to enable Licensee to satisfy its obligations under the terms of this Addendum and the Agreement. Third Parties: The Application shall be accompanied by an Application license whose terms and conditions are at least as restrictive as the Agreement, unless it is an Embedded Application invisible to the end-user. * The Application license for Third Parties must explicitly exclude MathWorks and its Licensors from all liability for damages or any obligation to provide remedial actions. * In no circumstance shall Licensee include a warranty for any form of a Program that is inconsistent with or additional to the warranty contained in the Agreement. * All copyright and proprietary notices for the Programs that appear in the original form delivered to Licensee shall be duplicated and included with Licensee's own copyright notices for the Application, wherever they appear. * The additional translation, use, and deployment rights granted in this Addendum are nontransferable without MathWorks' consent and shall not be conveyed in Licensee's Application license. Notwithstanding the termination of the Agreement, all valid Application licenses shall remain and continue in full force and effect, and, if the Agreement was not terminated due to: (i) Licensee's failure to pay the applicable fees to MathWorks, (ii) Licensee's violation of the License restrictions, or (iii) violation of MathWorks' proprietary rights in the Programs; then Licensee may continue to use the Programs to support Applications that have been placed in use pursuant to an Application license prior to the effective date of termination. 8. Disclaimer of Obligations and Liability 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 claims, demands, or liabilities based on or arising from, out of or in connection with the creation, use, or Distribution of any Applications. 9. General MathWorks shall be provided a reasonable opportunity for access to Licensee's records for the purpose of conducting an audit of fees, if any, due hereunder. Licensee acknowledges that a material breach of the obligations set forth in this Addendum, which have not been cured within sixty (60) days of written notification from MathWorks, shall be grounds for termination as provided in the Agreement. This Addendum is an Addendum to The MathWorks, Inc. Software License Agreement, the terms and conditions of which are incorporated herewith. Each capitalized term used herein and not defined herein shall have the meaning described to it in the Agreement. MATLAB, Simulink, Stateflow, and Real-Time Workshop are registered trademarks of The MathWorks, Inc. Java is a trademark of Sun Microsystems, Inc. 092200