Terms and Conditions DSP Creations Ltd. 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 DSP Creations Ltd. ("DSP Creations") 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. DSP Creations Ltd. ("DSP Creations") 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 DSP Creations or otherwise, are, and shall at all times remain, the property of DSP Creations and/or its Licensors, and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. OPERATION IN THE MATLAB ENVIRONMENT This suite of Programs is designed for use within the MATLAB environment. MATLAB is a registered trademark of The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA, 01760-2098, U.S.A. There is no relationship between DSP Creations and The MathWorks, Inc. DSP Creations shall have no support or warranty obligations with regard to the MATLAB family of products. The MathWorks, Inc. likewise shall have no rights in, or support or warranty obligations with regard to, these Programs and the accompanying user Documentation. Licensee is required to have obtained Version 7.2 of MATLAB and its companion Version 6.5 Signal Processing Toolbox and to have installed those in accordance with requirements set out by The MathWorks, Inc. (In the case of DSP Creations’ Simulink-based products an additional requirement is correct installation of Version 6.4 of Simulink and Version 6.3 Signal Processing Blockset). FAILURE OF THE LICENSEE TO COMPLY WITH THESE STIPULATIONS SHALL NULLIFY ALL OBLIGATIONS ON DSP CREATIONS LTD. FOR OPERATION OF THESE PROGRAMS. 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. 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 re-establish material conformity with the description of the Program's operation in the related Documentation. 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. DSP Creations' 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 DSP Creations 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 DSP Creations to redistribute that person's or entity's intellectual property. M-file. A file containing a program or function written in the MATLAB language. Usually has the filename extension ".m". 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. 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. EDUCATIONAL USE RESTRICTIONS. Classroom License. Programs licensed to degree-granting educational institutions at DSP Creations' 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 non-transferrable. 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 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. 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 posted on Licensee's intranet, provided it is not accessible by external sources or made available over the Internet. Portions of the online Documentation may be printed for reasonable use by Licensed Users. 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. 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. 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 DSP Creations within a reasonable time of a written request to DSP Creations 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 DSP Creations 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 DSP Creations. A Licensed User may modify pieces of DSP Creations' 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. MAINTENANCE AND SUPPORT. DSP Creations shall, for Individual and Classroom Licensees only, exert reasonable efforts to provide, within a reasonable time, workarounds for any material programming errors in the current release of the Programs that are directly attributable to DSP Creations. This support will be limited to a period of one year following purchase by the Licensee and will not be available to Student Licensees. USE OF NAME AND TRADEMARKS. Licensee shall not use the name, trade names or trademarks of DSP Creations 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 DSP Creations, and then solely for purposes of identifying DSP Creations' Programs. ASSIGNMENT. This License is nontransferable to a Third Party without DSP Creations' consent, which shall not be unreasonably withheld. This License may be transferred to an Affiliate provided that DSP Creations 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 DSP CREATIONS AND ITS LICENSORS EXPLICITLY DISCLAIM ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. DSP CREATIONS' AND DSP CREATIONS' 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 DSP CREATIONS AND ITS LICENSORS (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL EXCEED THE AMOUNT PAID TO DSP CREATIONS 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) DSP Creations 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. DSP Creations warrants that DSP Creations, on its own behalf or through its Licensors, has the right to grant the License rights hereunder. DSP Creations 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 DSP Creations at no cost to Licensee. DSP Creations 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 DSP Creations' sole liability under this warranty shall be a) the correction or workaround by DSP Creations 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 DSP Creations for the Programs. All requests for warranty assistance should be directed to DSP Creations Ltd., 10 Greencroft Avenue, Eastcote HA4 9JJ United Kingdom. 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 DSP Creations and Licensee. DISCLAIMER OF OBLIGATIONS AND LIABILITY DSP Creations 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 DSP Creations 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. DELIVERY OF SERVICE DSP Creations shall normally despatch software CDs by First Class/Air Mail post within 10 days of receipt of order. An Invoice for payment will be also be posted simultaneously by First Class/Air Mail. 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