MathWorks UHD License

(UHD BINARY OBJECT CODE)
NOTICE: THIS IS A CONTRACT. DO NOT DOWNLOAD, ACCESS OR USE THE SOFTWARE IF YOU DO NOT
WISH TO BECOME A PARTY TO THIS AGREEMENT. BEFORE YOU DOWNLOAD THE SOFTWARE, COMPLETE
THE INSTALLATION PROCESS, AND/OR USE THE SOFTWARE, CAREFULLY READ THIS AGREEMENT. BY
DOWNLOADING THE SOFTWARE, CLICKING ANY APPLICABLE BUTTON TO COMPLETE THE INSTALLATION
PROCESS, AND/OR USING THE SOFTWARE, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND
YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS
AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON
TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE
SOFTWARE WITHIN THIRTY (30) DAYS OF RECEIPT OF THE SOFTWARE (WITH ALL ACCOMPANYING
WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU OBTAINED THEM. ALL
RETURNS SHALL BE SUBJECT TO ETTUS RESEARCH’S THEN CURRENT RETURN POLICY.

• 1. Definitions. As used in this Agreement, the following terms have the following meanings:
  • 1.1. “Agreement.” Means this Ettus Research Software License Agreement.
  • 1.2. “Ettus Research” or “ER.” Means Ettus Research LLC, a California limited liability company.
  • 1.3. “Excluded License.” Means a license that requires, or purports to require, as a condition of use, modification,
    or distribution, that (i) the code that is or could become subject to the license, be disclosed or distributed in source
    code form, or (ii) others have the right to modify or create derivative works of the code.
  • 1.4. “SOFTWARE.” Means the USRP Hardware Driver (UHD) computer software and any other code provided
    with this Agreement or in connection with the use or installation of which this Agreement is displayed (including all
    Upgrades that may be provided, together with all accompanying documentation).
  • 1.5. “Term.” Means the period of time commencing on the earliest date that you use the SOFTWARE, and
    continuing perpetually, unless this Agreement is terminated earlier by ER or you as provided herein, in which case
    such period is deemed to have ended on the effective date of such termination.
  • 1.6. “Upgrade.” Means any supplemental or replacement code for SOFTWARE that you have previously licensed
    from ER.
  • 1.7. “You.” Means you, the individual using the SOFTWARE, as well as your employer, if you are using the
    SOFTWARE within the scope of your employment. If you are using the SOFTWARE within the scope of your
    employment, then you represent that you are authorized to bind your employer to this Agreement.
• 2 Grant of License.
  • 2.1. Limited License. In consideration of your payment to ER of all applicable fees, and your agreement to comply
    with the terms and conditions of this Agreement, ER hereby grants you, for the Term only, a limited, non-exclusive,
    revocable, non-transferrable, non-assignable, without the right to grant sublicenses, license, subject at all times to the
    restrictions set forth in this Agreement and the other terms and conditions of this Agreement, to use the SOFTWARE
    in machine-readable binary object code form, for its normal and intended use as a driver for a software defined radio
    peripheral device.
  • 2.2. Site. You may install and use the SOFTWARE on or with no more than one software defined radio peripheral
    device unit, in accordance with Section 5, at your premises (“Site”), for use, strictly in accordance with this
    Agreement, by you, or your employees, and your contractors pursuant to Section 2.3, solely for you, at the Site.
  • 2.3. Contractors. Third party contractors that you have engaged may (if you desire) access and use the
    SOFTWARE solely for your benefit; provided: (i) all use by such contractor shall be in accordance with the terms and
    conditions of this Agreement, (ii) before accessing the SOFTWARE, the contractor agrees in writing that (a) the
    SOFTWARE shall be used solely in accordance with the terms of this Agreement and solely for your benefit and (b)
    the contractor shall be liable to ER for any breach by it of this Agreement, and (iii) you hereby agree and
    acknowledge that you will be liable for any and all actions or omissions of the contractor with respect to the use of the
    SOFTWARE, as if such actions or omissions were your own.
    1
  • 2.4. Content. The use of the SOFTWARE is intended only for use with content owned by the user, public domain
    content or properly licensed content. You may require a patent, copyright, or other license from a third party to create,
    copy, download, record or save content files for use with this SOFTWARE or to serve or distribute such files. You
    agree that you shall only use the SOFTWARE and documentation in a manner that complies with all applicable laws
    in the jurisdictions in which you use the SOFTWARE and documentation, including applicable restrictions concerning
    copyright and other intellectual property rights. You may not use the SOFTWARE in an attempt to, or in conjunction
    with, any device, program or service designed to, circumvent technological measures employed to control access to,
    or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
  • 2.5. Restrictions. You may not: (i) store or otherwise use the SOFTWARE at any third party location or any location
    other than the Site, except that you may store for safekeeping, for your benefit and access only, any backup and
    archival copies permitted under Section 5 at one or more secure offsite storage facilities, provided that the operator of
    the offsite storage facility first agrees in writing to nondisclosure provisions applicable to the SOFTWARE at least as
    protective of the SOFTWARE as this Agreement; (ii) publish, disseminate, distribute, disclose, lease, lend, rent or
    otherwise make available the SOFTWARE to any third party (including your agents, customers, contractors, and
    affiliates), except that you may make the SOFTWARE available to your contractors in order to permit their access
    and use pursuant to Section 2.3; (iii) make more copies of the SOFTWARE (including any applicable documentation)
    than are permitted under Section 5; (iv) modify or create derivatives of the SOFTWARE; (v) take any action that
    results in any of the SOFTWARE being subject to an Excluded License; or (vi) directly or indirectly, export, re-export,
    download, transmit, or ship the SOFTWARE in violation of Section 10.7 or otherwise in violation of any applicable
    laws or regulations, including those of the U.S. or the jurisdiction in which you use or are downloading the
    SOFTWARE. Further, all uses of the SOFTWARE shall be in accordance with the applicable documentation that
    accompanies the SOFTWARE and not in any manner intended to (or that) circumvents such documentation or the
    intent of this Agreement. If the SOFTWARE requires a software key code or a hardware key, you acknowledge that
    the SOFTWARE will not function without a certain, unique software key code or hardware key. This software key
    code or hardware key will be furnished to you by ER and you agree that such software key code and hardware key is
    to used solely with the SOFTWARE for which it is provided. EXCEPT TO YOUR CONTRACTORS AS NECESSARY
    TO PERMIT THEIR ACCESS AND USE PURSUANT TO SECTION 2.3, IN NO EVENT MAY YOU DISCLOSE OR
    DISTRIBUTE THE SOFTWARE OR ANY PORTION THEREOF.
• 3.
  Feedback. Any feedback you disclose to ER, including any suggested modifications to the SOFTWARE or
  ER′s or any of ER’s affiliates’ current or future products and services (collectively “Feedback”), shall be received and
  treated by ER on a non-confidential and unrestricted basis, notwithstanding any restrictive or proprietary legends to
  the contrary accompanying or otherwise associated with the Feedback. You hereby grant to ER and ER’s affiliates a
  worldwide, royalty-free, non-exclusive, perpetual, transferrable, sublicensable, and irrevocable license to use,
  reproduce, copy, distribute, modify and create derivative works of Feedback for any purpose, including incorporation
  or implementation of such Feedback into ER or ER affiliate products or services, and to disclose, display, market,
  sublicense, make, have made, use, import, sell, offer to sell and distribute Feedback as incorporated or embedded in
  the SOFTWARE or any product or service distributed or offered by ER or any of ER’s affiliates.
• 4.
  Term. This Agreement shall continue for the Term and is subject to the termination provisions in this
  Agreement. Upon termination or expiration of this Agreement, regardless of the reason, the license grants contained
  herein shall terminate and you must immediately cease all use of the SOFTWARE, and at no expense to ER
  immediately destroy, or, at ER’s election, deliver to ER, all copies of the SOFTWARE. This Agreement shall
  automatically terminate upon failure by you to comply with its terms. Sections 3, 4, 5, 6, 7 8, 9 and 10 of this
  Agreement shall survive any expiration or termination of this Agreement.
• 5.
  Intellectual Property Rights; No Other Licenses. The SOFTWARE is owned by ER or its suppliers and is
  protected by applicable copyright laws and international treaty provisions. You may (i) make a reasonable number of
  copies of the SOFTWARE solely for backup or archival purposes, and (ii) make a reasonable number of copies of
  any documentation provided by ER with the SOFTWARE solely for your internal use in connection with your use of
  the SOFTWARE. You acknowledge and agree that (i) title and all interests and rights of ownership in and to the
  SOFTWARE, and all copies, in any form, of all or any part thereof, and all intellectual property rights therein, are and
  remain with, and shall be the sole and exclusive property of, ER; and (ii) neither you nor any other person or entity
  shall acquire any interest (except for your limited license as expressly set forth in this Agreement), title, or rights of
  ownership in any of the SOFTWARE. In no event, may you remove or alter any copyright, patent, trademark,
  confidentiality or other legal notices or disclaimers that exist in the SOFTWARE. All rights not expressly granted to
  you in this Agreement are reserved to ER. Further, and without limiting the foregoing, no license or any right of any
  kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any ER
  patent (whether identified herein or not) or other intellectual property right of ER with respect to any other product(s)
  of ER or of any third party, including the right to use any of these other products.
  2
• 6.
  No Support or Assistance; Disclaimer of Warranties.
• 7.
  Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
  SHALL ER BE LIABLE TO YOU OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL,
  PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS
  AGREEMENT, THE SOFTWARE, THE USE OF THE SOFTWARE, OR ANY TECHNICAL ASSISTANCE,
  MATERIALS OR SUPPORT, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE
  NEGLIGENCE OF ER OR OTHERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
  EVENT, HOWEVER, REGARDLESS OF THE BASIS FOR THE DAMAGES OR LIABILITY, SHALL THE TOTAL
  LIABILITY TO ER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, THE
  USE OF THE SOFTWARE, OR ANY TECHNICAL ASSISTANCE, MATERIALS OR SUPPORT, EXCEED IN THE
  AGGREGATE U.S. ONE HUNDRED DOLLARS (U.S. $100) REGARDLESS OF WHETHER CAUSED OR
  CONTRIBUTED TO BY THE NEGLIGENCE OF ER OR OTHERS. THE FOREGOING LIMITATION OF LIABILITY
  IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF ER HAS BEEN ADVISED OF THE POSSIBILITY OF
  POTENTIAL CLAIMS, LOSSES, OR DAMAGES, AND SHALL APPLY REGARDLESS OF THE SUCCESS OR
  EFFECTIVENESS OF ANY OTHER REMEDIES. You and ER each acknowledge and agree that the limitation of
  liability provisions of this Section 7 reflect an informed, voluntary allocation between them of all risk associated with
  this Agreement, the SOFTWARE, the use of the SOFTWARE, and any technical assistance, materials or support, in
  light of any license fees charged by ER. Because some states/jurisdictions do not allow the exclusion or limitation of
  liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of
  liability is not enforceable because the SOFTWARE is determined by a court of competent jurisdiction in a final, non-
  appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event
  shall ER’s liability for property damage exceed One Hundred Dollars (U.S. $100).
• • 7.1. The SOFTWARE is provided without support, and you acknowledge and agree that ER has, and undertakes, no
    obligation to provide any technical assistance, materials or support to you to assist you in your use of the
    SOFTWARE or otherwise. ER PROVIDES THE SOFTWARE AND GRANTS THE LICENSE RIGHTS IN AND TO
    THE SOFTWARE AS PROVIDED FOR IN SECTION 2 ABOVE, AND PROVIDES ANY TECHNICAL ASSISTANCE,
    MATERIALS OR SUPPORT (IF PROVIDED AT ALL), “AS IS, WITH ALL FAULTS” AND ER DISCLAIMS ALL
    WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH
    RESPECT TO THE SOFTWARE, ANY MODIFICATIONS THERETO, AND ANY TECHNICAL ASSISTANCE,
    MATERIALS OR SUPPORT PROVIDED BY ER, INCLUDING ANY AND ALL WARRANTIES OF
    MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE; WARRANTIES
    ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE; AND ANY AND ALL
    WARRANTIES OF NON-INFRINGEMENT AND TITLE. ER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
    REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SOFTWARE OR ANY
    TECHNICAL ASSISTANCE, MATERIALS OR SUPPORT IN TERMS OF CORRECTNESS, ACCURACY,
    RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE
    WILL BE UNINTERRUPTED OR ERROR FREE.
• 8.
  Warning. (1) ER PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL
  OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL
  COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE
  EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION, INCLUDING THE
  ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE
  FACTORS, INCLUDING FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE
  MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND
  DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE
  AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC
  MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE
  AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE USER OR
  APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY
  TERMED “SYSTEM FAILURES”). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK
  OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD
  NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM
  FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE
  REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BACK-UP OR
  SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM
  ER′S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE ER PRODUCTS
  IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY ER,
  THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING
  THE SUITABILITY OF ER PRODUCTS WHENEVER ER PRODUCTS ARE INCORPORATED IN A SYSTEM OR
  APPLICATION, INCLUDING THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF SUCH SYSTEM
  OR APPLICATION.
• 9.
  U.S. Government Restricted Rights. If you are an agency, department, or other entity of the United States
  Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of the
  SOFTWARE, or any related documentation of any kind, including technical data or manuals, is restricted in
  accordance with Federal Acquisition Regulation 12.212 (as amended or supplanted) for civilian agencies and
  Defense Federal Acquisition Regulation Supplement 227.7202 (as amended or supplanted) for military agencies. The
  SOFTWARE is commercial computer software and the related documentation is commercial computer software
  documentation. The use of the SOFTWARE and related documentation is further restricted in accordance with the
  terms of this Agreement, or any modification hereto. The Contractor/Manufacturer is Ettus Research LLC 1043 North
  Shoreline Blvd., Suite 100, Mountain View, CA 94043.
• 10.
  General.
• • 10.1. This Agreement is governed by the laws of the State of Texas, U.S.A., exclusive of any provisions of the
    United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law.
    You irrevocably: (a) submit to the personal jurisdiction of the state and federal courts sitting in Travis County, Texas
    with respect to any and all actions and proceedings involving any dispute arising out of or in connection with this
    Agreement or its subject matter, and (b) agree and stipulate that each of such courts is a proper forum, and waive
    any and all objections and rights to transfer or dismiss with respect to the conduct of any such action or proceeding in
    any such court based on forum non conveniens, improper venue or lack of personal jurisdiction.
  • 10.2. ER may assign or delegate this Agreement. You acknowledge and agree that this Agreement is personal to
    you and you may not assign or delegate any of your rights or obligations under this Agreement without the prior
    written consent of ER, which consent may be given or withheld at ER sole discretion. Any assignment in
    contravention of this Section 10.2 shall be void.
  • 10.3. You and ER are independent contractors. Nothing in this Agreement shall be interpreted or construed as
    constituting, creating, or establishing the relationship of agent, partner, or joint venturer between you and ER, and
    you shall not represent anything to the contrary.
  • 10.4. This Agreement constitutes the complete agreement between you and ER regarding the SOFTWARE and it
    supersedes any oral or written proposals, prior agreements, purchase orders, or any other communication between
    you and ER relating to the subject matter of this Agreement. No delay or omission by ER to exercise any right or
    power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by ER of
    any breach of any provision hereof shall not be construed to be a waiver of any succeeding breach of that provision
    or of any breach of any other provision. No modification of this Agreement shall be effective unless set forth in a
    writing signed by a duly authorized representative of you and ER. The headings used in this Agreement are for
    convenience only and shall not enter into the interpretation hereof. The word “including” as used in this Agreement
    shall be understood as meaning “including without limitation”.
  • 10.5. If any action is brought by either party to this Agreement against the other regarding the subject matter hereof,
    the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorney fees and court
    costs. If any provision of this Agreement is held invalid, the offending clause will be modified so as to be enforceable
    and, as modified, shall be fully enforced, and the remainder of this Agreement will continue in full force and effect.
  • 10.6. You hereby acknowledge, agree and stipulate that ER will suffer substantial and irreparable harm, for which
    there is no adequate remedy at law, if you breach this Agreement, and that, in the event of a breach, or threatened
    breach, of this Agreement by you, ER shall be entitled, without waiving any additional rights or remedies available to
    ER at law, in equity, or by statute, to such injunctive or equitable relief as may be deemed proper by a court of
    competent jurisdiction. You hereby waive any requirement that a bond be posted in order for ER to obtain any such
    relief.
  • 10.7. The SOFTWARE is subject to control under the U.S. Export Administration Regulations (15 CFR Part 730 et.
    seq.), other applicable U.S. export control laws and regulations, and applicable global export control laws and
    regulations. You agree that you will not export, re-export or transfer any SOFTWARE via any means to any prohibited
    destination, entity or individual without the required export license(s) or authorization(s) from the U.S. Government
    and/or other applicable export licensing authority. ER reserves the right not to ship or permit downloading of the
    SOFTWARE ordered if, at any time, ER believes that such shipment or downloading of such SOFTWARE, may
    violate U.S. and/or other applicable export control laws. If you are downloading the SOFTWARE, you hereby
    represent and warrant to ER as follows: (i) you are not located in or under the control of, and the Site is not in, any
    country the laws and regulations of which prohibit importation of the SOFTWARE; and (ii) you are not located in or
    under the control of, and the Site is not in, any country to which the laws and regulations of the U.S. and/or other
    applicable export control laws prohibit exportation of the SOFTWARE.