THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT 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 Program(s) and accompanying Documentation as provided herein. The licensed Programs and Documentation including Error Corrections and Enhancements 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 PROGRAMS. MathWorks has been granted licenses to distribute certain third party programs. As a condition of those licenses, MathWorks is required to distribute the programs 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 of such third party programs: for Sun Java(TM) Runtime Environment Software, the current applicable provisions may be viewed at: http://java.sun.com/products/jdk/1.1/jre/LICENSE or obtained by contacting MathWorks. 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 or capital of a partnership or other business organization without voting securities. Concurrent Copies. The combined number of simultaneous executions of 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 hard copy and/or electronic format. 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. License Option. The specific rights, restrictions, and obligations under which Licensee may install and 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. Program. The computer software delivered hereunder. Third Party. Any person or legal entity which is not an Affiliate. 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 applicable rights and agrees to be bound by the applicable obligations and restrictions of the License Option purchased. License Options. Individual License. The Programs may be installed and operated on a single designated computer. 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 the single network server. Licensee may have as many sessions of a Program in use at any given time as the number of Concurrent Copies purchased. 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 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 commercial purposes, 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 the 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. Temporary use at a different site may include installation for use at home by Licensee's employees, provided Licensee permits such home use and Licensee otherwise complies with the terms of this Agreement and causes its employees to so comply, including full compliance with all applicable laws and regulations relating to import and export of technical data and computer software. Licensee shall use the Programs only for Internal Operations. Licensee may not sell, license, sublicense, rent, or make the Programs 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(R) Web Server. Licensees of the Concurrent License option are prohibited from providing Program access to users located outside the country in which the license manager server is installed. Licensee shall not provide multi-user access to the Programs by calling the Programs as a server from other programs without procuring specific rights to do so by licensing MATLAB as a Server, or by licensing the MATLAB Runtime Server. Licensee may make backup copies of the Programs as necessary to support the use of the Programs in accordance with this Agreement. 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 CD-ROM and by means of electronic distribution. MathWorks provides the Licensee with a personal license password 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 or allow it 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, Licensee may not alter or modify the Programs without the consent of MathWorks. In particular, Licensee may not alter, adapt, translate, or convert 'M-files' or 'P-code' contained in the Programs in order to use those files with any products other than products of MathWorks, nor may the Licensee incorporate or use 'M-files', 'P-code' or any other part of the Programs in or as part of another computer program. All copies of the Programs and Documentation, whether made by Licensee or otherwise, shall be subject to the terms of 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. 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 ONE (1) YEAR 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 certificate(s), 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 EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. MATHWORKS' 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 (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(S) OR DESIGNATED SERVER(S) FOR WHICH USE OF THE PROGRAM IS LICENSED HEREUNDER; AND (B) MATHWORKS 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 or 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., 24 Prime Park Way, Natick, MA 01760, 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 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. LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PROGRAMS AND THE RESULTS OBTAINED THEREFROM. GENERAL. To the extent any 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. 01/07/99 ADDENDUM TO THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT Licensees of MathWorks translation tools, development tools, libraries, and servers have rights and obligations in addition to those contained in The MathWorks, Inc. Software License Agreement (the 'Agreement'). This Addendum sets forth those additional rights and obligations. This Addendum does not extend Licensee's right to use a Program, in whole or in part, in any form, beyond the License Term for that Program. Each capitalized term used herein and not defined herein shall have the meaning described to it in the Agreement. ------------------------------------------------------------------- 1. Translation Tools, Development Tools, and Libraries Licensees of MathWorks translation tools and development tools such as the MATLAB(R) Compiler and the MATLAB(R) Runtime Server Development Kit may translate source M-files into one or more forms such as MEX-files, C-code, encrypted P-code, relocatable object code, linked binary forms, and other derivative forms (all hereinafter referred to as 'Derivative Forms'). * MATHWORKS OR ITS LICENSORS RETAIN ALL RIGHT, TITLE, AND INTEREST IN THE DERIVATIVE FORMS OF THE PROGRAMS AS IN THE ORIGINAL M-FILE FORM OF THE PROGRAMS. * ALL ERROR CORRECTIONS AND ENHANCEMENTS SHALL BE OWNED BY MATHWORKS. 1.1 Distribution This Addendum does not apply to Licensee's own code. Licensee may distribute, without restriction, MEX-files and P-files compiled from M-files written by Licensee, provided they do not include any code obtained from M-files or P-code contained in licensed Programs, Error Corrections, and Enhancements (or other proprietary code for which Licensee has not obtained a License). 1.1.1 Restrictions: * Licensee may not use translation and development tools or Derivative Forms to distribute its own, or a Third Party's, standalone application ('Application'), a principal purpose of which, as solely and reasonably determined by MathWorks in MathWorks complete and absolute discretion, is to perform the same or similar functions as Programs licensed by MathWorks. * Licensee may only compile or otherwise obtain those select M-files required for the Application. * Not all Programs are eligible for distribution or access within Licensee's Application. For a list of those Programs which are eligible for distribution or access ('Eligible Programs'), consult MathWorks then-current Price List Addendum or contact your local authorized MATLAB distributor. * In no event shall Licensee distribute complete Libraries, or any form of an entire Eligible Program or a substantial portion of an Eligible Program, or otherwise use the Programs to compete with the products or businesses of MathWorks. 1.1.2 Licensing: For any distribution of Applications containing linked-in copies of MATLAB Libraries, the MATLAB Runtime Server, and/or components of an Eligible Program in a Derivative 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. * The Application license for Third Parties must explicitly exclude MathWorks 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 distribution 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. 1.1.3 Distribution Requirements Licensee must maintain, during the length of time Licensee distributes such Applications, a development License under a current Maintenance and Support subscription term for each translation and development tool, each library, and every Eligible Program being utilized to create the Application. If multiple Licenses of a Program are required to support distribution on multiple platforms, each License must be under a current Maintenance and Support subscription term. 1.1.4 Distribution Without an Application If Licensee wants to distribute Derivative Forms of an Eligible Program outside of an Application, each recipient must have a valid license from MathWorks for the original M-file form of the Program. Use of Derivative Forms of an Eligible Program is subject to the same restrictions as the recipient's original license for that Program, as such license may be amended from time to time. 1.1.5 Distribution Within an Application 1.1.5.1 Real-Time Workshop(R) and Stateflow(R) Coder. MathWorks provides a directory of C source code files that implement the real-time framework and Application Programming Interface (API) portion of Real-Time Workshop 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 and/or Stateflow Coder Programs. * Licensee may copy and distribute these files outside of the Real-Time Workshop and/or Stateflow Coder Programs, but only in linked binary form as part of a larger Application. * No further fees shall be due to MathWorks for such distribution within Licensee's Application, regardless of whether the Application is distributed solely for Licensee's Internal Operations or to Third Parties. 1.1.5.2 MATLAB(R) C/C++ Math Library. Licensee may distribute copies of Applications that incorporate linked-in copies of the MATLAB C/C++ Math Library and those select M-files required for the Application that have been compiled or otherwise obtained from Eligible Programs. This right to distribute is contingent upon Licensee's purchase of a license for the MATLAB C/C++ Math Library and every Eligible Program being utilized to create the Application, on each platform being used for development of the Application. No further fees shall be due to MathWorks for such distribution within Licensee's Application, regardless of whether the Application is distributed solely for Licensee's Internal Operations or to Third Parties. 1.1.5.3 MATLAB(R) 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 the MATLAB Runtime Server and encrypted P-code versions of licensed Eligible Programs (together hereinafter referred to as 'MATLAB Runtime Code') as executable code fully integrated into Licensee's Application. In order to distribute the Application, Licensee must purchase runtime copies of the MATLAB Runtime Code. Runtime copies are Application-specific. 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. Licensee may only update its designated Application with subsequent releases of the MATLAB Runtime Code if Licensee has paid MathWorks a Maintenance and Support subscription fee for each runtime copy to be updated. MATLAB Runtime Code may be installed on single designated computers or on network servers. Licensee or the recipient of Licensee' Application, must implement a tracking system to 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. 1.2 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 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. ------------------------------------------------------------------- 2. Servers 2.1 Web Access to Licensed Programs The Agreement prohibits Licensee from selling, licensing, renting, or making the Programs available for use by Third Parties generally on a 'time sharing' basis by any means, including the Web, or from making the Programs accessible for Internal Operations via the Web. Licensees of the MATLAB(R) Web Server have specific and limited rights and obligations in addition to those contained in the Agreement. Those rights and obligations are defined below. 2.1.1 MATLAB(R) Web Server. Licensees of the MATLAB Web Server may allow access to licensed Programs through Applications developed using the MATLAB Web Server, provided the Licensee has also purchased a License for MATLAB and every Eligible Program being accessed. Such access may be provided to an unlimited number of clients for Licensee's own use for its Internal Operations, and for use by Third Parties. Requirements. Licensee must purchase separate Licenses for the MATLAB Web Server, MATLAB, and every Eligible Program for installation on each web server from which the Programs may be accessed. Access Restrictions. Licensee's Application may not provide access to the MATLAB command line, or code generation capabilities (with the exception of MEX-files). Licensee may not provide Third Party access to an entire Program or a substantial portion of a Program, or otherwise use the Programs to compete with the products or businesses of MathWorks. ------------------------------------------------------------------- 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. 01/07/99