license.txt

MATHWORKS LIMITED LICENSE
VERSION 2.0

IMPORTANT NOTICE

READ THE TERMS AND CONDITIONS OF THIS MATHWORKS LIMITED LICENSE AGREEMENT (THE
"AGREEMENT") CAREFULLY BEFORE ACCESSING THESE MATERIALS (AS DEFINED BELOW).

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND
THE MATHWORKS, INC. ("MATHWORKS") CONCERNING THE SOFTWARE AND DOCUMENTATION MADE
AVAILABLE FOR ACCESS HEREUNDER (COLLECTIVELY, THE "MATERIALS").

BY ACCESSING THESE MATERIALS, YOU ACCEPT THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS.

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

    1.2. "Documentation" means the user guides, if any, accompanying delivery
         of the Materials, as may be updated from time to time, as well as any
         reports or other feedback that MathWorks may, in its sole discretion,
         provide to Licensee.  Documentation may be delivered in printed and/or
         online forms, and in one or more languages.

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

    1.4. "Materials" means the computer software and/or other artifacts
         delivered and licensed hereunder, including Documentation, enhancements
         and error corrections.

    1.5. "Third Party" means any person or legal entity that is not MathWorks or
         the Licensee.

2. LICENSE GRANT.  MathWorks hereby grants to Licensee, subject to the terms of
   this Agreement, a nonexclusive, nontransferable, revocable license (the
   "License") to use the Materials internally or for the purpose of providing to
   MathWorks engineering feedback on the Materials, as the context may require.
   In all cases, the Materials are licensed to you solely for use in conjunction
   with MathWorks products and services.

3. LICENSE RESTRICTIONS.  The License is subject to the express restrictions set
   forth below. Licensee shall not, and shall not permit any Third Party to:

    3.1. modify, or create any derivative work of, any part of the licensed
         Materials

    3.2. adapt, translate, copy, or convert all or any part of the Materials in
         order to create software or other materials, a principal purpose of
         which is (a) to perform the same or similar functions as the Materials
         or any other technology or materials licensed by MathWorks, or (b) to
         replace any component of the Materials or any other technology or
         materials licensed by MathWorks;

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

    3.4. disassemble, decompile, reverse engineer the Materials or otherwise
         attempt to gain access to its method of operation or source code (other
         than files provided for convenience in source code form by MathWorks);

    3.5. sell, license, sublicense, publish, display, distribute, disseminate,
         assign, or otherwise transfer (whether by sale, exchange, lease, gift,
         or otherwise) to a Third Party the Materials, any copy or portion
         thereof, or any License or other rights thereto, in whole or in part,
         without MathWorks' prior written consent;

    3.6. alter, remove, or obscure any copyright, trade secret, patent,
         trademark, logo, proprietary and/or other legal notices on or in copies
         of the Materials;

    3.7. use MathWorks' name, trade names, logos, or other trademarks of
         MathWorks or any of its affiliates or Licensors in any advertising,
         promotional literature or any other material, whether in written,
         electronic, or other form, distributed to any Third Party, except in
         the form provided by MathWorks, and then solely for purposes of
         identifying MathWorks' Materials;

    3.8. provide access (directly or indirectly) to the Materials via a web or
         network application other than the licensee's internal network;

    3.9. copy, make available for copy, or otherwise reproduce the Materials, in
         whole or in part, except either (a) as may be required for their
         installation into computer memory for the purpose of executing the
         Materials in accordance with this Agreement; or (b) to make a
         reasonable number of copies solely for back-up purposes provided that
         any such permitted copies shall reproduce all copyright, trade secret,
         patent, logo, proprietary and/or other legal notices contained in the
         original copy obtained from MathWorks; and/or

    3.10. republish the Documentation.

4. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS;
   CONFIDENTIALITY.  The Materials 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.  The
   Materials are a commercially valuable product of MathWorks, the design and
   development of which reflect the efforts of skilled development experts and
   the investment of considerable time and expense. MathWorks claims and
   reserves all rights and benefits afforded under all relevant laws and
   regulations. Licensee shall take appropriate action by instruction,
   agreement, or otherwise with any persons permitted access to the Materials,
   so as to enable Licensee to satisfy its obligations under the terms of this
   Agreement.  The Materials are proprietary information of MathWorks, and are
   protected by copyright law, trade secret law and other applicable law.
   Although MathWorks may consider a commercial release of the Materials, it is
   under no obligation to do so and MathWorks reserves the right to alter
   features, licensing terms, or other characteristics of any such commercial
   release.

5. LICENSES FOR THIRD PARTY SOFTWARE.  MathWorks has been granted licenses to
   distribute certain Third Party software.  Certain MathWorks Materials require
   the use of Third Party software products that may require a separate license
   from such Third Parties to use those Third Party products. Licensee agrees
   and acknowledges that, to the extent that the Materials contain any Third
   Party software: (i) such Third Party software is provided on an "as-is",
   pass-through basis, and as such is provided to Licensee without warranty,
   indemnification, support or other representation by MathWorks; and (ii)
   MathWorks bears no liability with respect to such Third Party software.

6. TERM AND TERMINATION.  This Agreement shall continue until termination by
   MathWorks or Licensee as provided below.  Either party may terminate this
   Agreement at any time, for any reason, upon written notice to the other
   party.  Upon termination, Licensee shall promptly return all but archival
   copies of the Materials in Licensee's possession or control, or promptly
   provide written certification of their destruction.

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

8. FEDERAL ACQUISITION.  This provision applies to all acquisitions of the
   Materials and Documentation by, for, or through the federal government of the
   United States.  By accepting delivery of the Materials 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 Materials 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 Materials and
   Documentation, unused, to MathWorks.

9. FOR EUROPEAN UNION LICENSEES ONLY.  Any contractual provisions of this
   Agreement contrary to laws implemented under Article 6 of Appendix V of the
   European Union Software Directive or to the exceptions provided for in
   Article 5(2) and (3) of such Appendix shall be null and void solely to the
   extent decompiling, disassembling, or otherwise reverse-engineering of the
   Materials is necessary to enable the Licensee to create an independent
   program that is interoperable with the Materials or any other permitted
   objectives specified by such laws implemented under such directive
   (collectively, the "Permitted Objectives"), provided that any such
   information gained is used solely for such Permitted Objectives.

10. ASSIGNMENT.  Licensee may not assign or otherwise transfer this Agreement
    and its rights and obligations hereunder, in whole or in part, by operation
    of law or otherwise, without the written consent of MathWorks. In the case
    of any permitted assignment or transfer of or under this Agreement, this
    Agreement or the relevant provisions shall be binding upon, and inure to the
    benefit of, the successors, executors, heirs, representatives,
    administrators and assigns of the parties hereto. MathWorks may charge
    Licensee an administrative fee for any permitted assignment.

11. LIMITATION OF LIABILITY.  The Materials 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 the
    Materials are 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 its 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 one
    hundred dollars ($100.00); 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.

12. DISCLAIMER OF WARRANTIES.  The Materials 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
    Materials (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.  The Materials 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 Materials 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.  Licensee may also have other rights
    which vary from state to state and country to country. Licensee accepts
    responsibility for its use of the Materials and the results obtained
    therefrom.

13. GOVERNING LAW; JURISDICTION.  This Agreement shall be interpreted, enforced
    and construed and the rights of the parties hereunder governed in all
    respects by the laws of the Commonwealth of Massachusetts, United States of
    America, without regard to its conflicts of law provisions, and both parties
    consent to the jurisdiction of the federal and state courts located in said
    Commonwealth and consent to the service of process, pleadings and notices in
    connection with any and all actions initiated in such courts.  The parties
    agree that a final judgment in any such action or proceeding shall be
    conclusive and binding and may be enforced in any other jurisdiction.  To
    the extent any governing law, treaty, or regulation is in conflict with this
    Agreement, the conflicting terms of this Agreement shall be superseded only
    to the extent necessary by such law, treaty, or regulation.  If any
    provision of this Agreement shall be otherwise unlawful, void, or otherwise
    unenforceable, that provision shall be enforced to the maximum extent
    permissible.  In either case, the remainder of this Agreement shall not be
    affected.  The parties agree that the U.N. Convention on Contracts for the
    International Sale of Goods shall not apply to this Agreement.  The parties
    further agree that the Uniform Computer Information Transactions Act, or any
    version thereof, adopted by any state, in any form ("UCITA"), shall not
    apply to this Agreement.  To the extent that UCITA is applicable, the
    parties agree to opt out of the applicability of UCITA pursuant to the
    Opt-Out provision(s) contained therein.

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

15. ENTIRE AGREEMENT.  This Agreement, together with any additional
    license_addendum.txt file included with the Materials, contains the entire
    understanding of the parties with regard to the Materials, and may not be
    modified or amended except by written instrument, executed by authorized
    representatives of MathWorks and Licensee.

Version 2.0