Firmware Software License Agreement

20180301-AD937X-CTSLA

This Software License Agreement (the “Agreement”) is a legal agreement
between Analog Devices, Inc., a Massachusetts corporation, with its
principal office at One Technology Way, Norwood, Massachusetts, USA
02062 (“Analog Devices”) and you (personally or on behalf of your
employer, as applicable) (“Licensee”) for the software and related
documentation that accompanies this Agreement (the “Licensed Software”).
YOU AGREE THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE. IF
YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.

    1. Development License: Subject to terms of this Agreement, Analog
Devices grants to Licensee a non-exclusive, non-transferable,
non-sublicensable license, without charge, to incorporate Licensed
Software in object code form into Licensee products solely for use
within Analog Devices products that are incorporated into such Licensee
products. The licenses granted under Sections 1 and 2 of this Agreement
are limited to the specific Analog Devices products identified in
Appendix A to this Agreement.

    2. Distribution License: Subject to the terms of this Agreement,
Analog Devices grants to Licensee a non-exclusive, non-transferrable,
non-sublicensable license, to copy and distribute Licensed Software in
object code form solely for use within Analog Devices products that are
incorporated into Licensee products. Distribution is limited to Licensed
Software in object code form that is incorporated into Licensee
products.

    3. License to Analog Devices: During the term of this Agreement
Licensee grants to Analog Devices (and its affiliates) under any and all
Licensee (and its affiliates) patents a non-exclusive, worldwide, fully
paid-up, royalty-free license to make, use, sell, import, export, copy,
distribute and otherwise exploit Licensed Software in-whole or in-part
(including updated versions of Licensed Software), and to directly or
indirectly sub-license others to do the same.

    4. Restrictions: Licensee shall not modify, reverse engineer,
decompile, disassemble or create derivative works of Licensed Software.
Licensee may only copy the Licensed Software as expressly authorized in
Sections 1 and 2 above. In no event shall Licensee deliver or disclose
the Licensed Software apart from Licensee products to any third party
without entering into a written license agreement with Analog Devices
expressly permitting such distribution. The Licensed Software may not be
used with any products other than Analog Devices’ products or for any
other purpose.

    Licensee shall not use or distribute the Licensed Software in any
manner that would cause Licensed Software, in whole or in part to become
subject to any terms of an Excluded License. An “Excluded License” means
any license, including licenses for “open source” code (as defined by
the Free Software Foundation), that requires as a condition of use,
modification, and/or distribution of software subject to the Excluded
License, that such software or other software combined and/or
distributed with such software be (i) disclosed or distributed in source
code form; (ii) licensed for the purpose of making derivative works; or
(iii) redistributable at no charge. The restrictions of this section
apply regardless of whether the Licensed Software is intended or
designed to run in an environment that includes software under an
Excluded License. Any license, agreement or other document issued,
entered into or granted by Licensee that purports to apply any Excluded
License to any portion of Licensed Software shall be null and void with
regard to Licensed Software. Under no circumstances will Licensee offer,
provide, distribute, or license any Licensed Software (whether in source
code form or object code form) under any form of Excluded License.

    All rights not expressly granted in this Agreement are reserved to
Analog Devices and its licensors. Analog Devices and its licensors
retain all right, title and interest in the Licensed Software and
modifications thereof, including all related patent, copyright and other
intellectual property rights, and Licensee shall not take any action
inconsistent with such ownership. Any use of the Licensed Software for
any purpose other than as expressly licensed hereunder is outside the
scope of this Agreement. It is agreed that because of the proprietary
nature of the Licensed Software, Analog Devices’ remedies at law for a
breach by the Licensee of its obligations under this License or for use
of the Licensed Software beyond the scope of the license granted herein
will be inadequate and that Analog Devices will, in the event of such
breach, be entitled to equitable relief, including injunctive relief,
without the posting of any bond, in addition to all other remedies
provided under this License or available at law.

    If Analog Devices elects to make any update, upgrade or new version
of the Licensed Software (“Updates”) available to Licensee, such Updates
shall be deemed to be Licensed Software under this Agreement. If
requested by Analog Devices, Licensee shall only use the latest version
of the Licensed Software (including Updates). Analog Devices shall have
no obligation to provide support or Updates.

    5. Publicity: Notwithstanding anything in this Agreement, Licensee
may not use any trademark or trade name of Analog Devices or make any
public announcement regarding the existence of this Agreement without
Analog Devices’ prior written consent. Licensee may not publish or
provide the results of any benchmark or comparison tests run on the
Licensed Software to any third party without the prior written consent
of Analog Devices.

    6. Feedback: Licensee may from time to time provide suggestions,
ideas, comments or other feedback (“Feedback”) to Analog Devices with
respect to the Licensed Software. Licensee agrees that all Feedback is
and shall be given entirely voluntarily. To the extent Licensee provides
such Feedback, however, Licensee hereby grants to Analog Devices a
non-exclusive, irrevocable, perpetual, worldwide, royalty-free,
transferable license, with the right to sublicense, under Licensee’s
intellectual property, to use and disclose Feedback in any manner Analog
Devices chooses and to display, perform, copy, make, have made, use,
sell, and otherwise dispose of Analog Devices’ and its licensee’s
products embodying such Feedback in any manner and via any media Analog
Devices chooses, without reference to its source or other obligation to
Analog Devices, even if the Feedback is designated as confidential.

    7. Confidentiality: Licensed Software in source code form and
accompanying documentation shall be regarded as “Confidential
Information” of Analog Devices and Licensee agrees to protect the
confidentiality of Analog Devices’ Confidential Information with at
least the same degree of care that it utilizes with respect to its own
similar proprietary information (but in no event less than a reasonable
degree of care), including without limitation agreeing (i) not to
disclose or otherwise permit any other person or entity access to
Confidential Information or to use Confidential Information or any part
thereof in any form whatsoever, except that such disclosure or access
shall be permitted to an employee or consultant of Licensee requiring
access to Confidential Information in connection with this Agreement who
has signed an agreement obligating the employee/consultant to maintain
the confidentiality of confidential information in Licensee’s
possession, (ii) to notify Analog Devices promptly and in writing of the
circumstances surrounding any suspected possessions, use, or knowledge
of Confidential Information other than those authorized by this
Agreement, and (iii) not to use Confidential Information for any purpose
other than as explicitly set forth herein. Nothing shall restrict
Licensee with respect to information or data that is independently
developed or is available to the general public otherwise than through
any act or default of Licensee.

    8. Copyright Notice: In no event shall Licensee remove any copyright
or other intellectual property notice or other legend contained on or in
copies of Licensed Software or displayed by any Licensed Software.

    9. Third Party Software: The Licensed Software may be accompanied by
or include software made available by one or more third parties (“Third
Party Software”). Each portion of Third Party Software is subject to its
own separate software license terms and conditions (“Third Party
Licenses”). The Third Party Licenses for Third Party Software delivered
with the Licensed Software may be set forth or identified (by URL or
otherwise) in (i) Appendix A to this license (if any), (ii) the
applicable software header or footer text, (iii) a text file located in
the directory of the applicable Third Party Software component and/or
(iv) such other location customarily used for licensing terms. The use
of each portion of Third Party Software is subject to the Third Party
Licenses, and you agree that your use of any Third Party Software is
bound by the applicable Third Party License. You agree to review and
comply with all applicable Third Party Licenses prior to any use or
distribution of any Third Party Software. Third Party Software is
provided on an “as is” basis without any representation, warranty or
liability of any kind. Analog Devices (including its licensors) shall
have no liability or responsibility for the operation or performance of
the Third Party Software and shall not be liable for any damages, costs,
or expenses, direct or indirect, arising out of the performance or
failure to perform of the Third Party Software. Analog Devices
(including its licensors) shall be entitled to the benefit of any and
all limitations of liability and disclaimers of warranties contained in
the Third Party Licenses.

    In the event that Third Party Software has only been provided to you
in object code form under this Agreement, and the Third Party License
requires distribution of the corresponding source code, you may contact
software.licensing@analog.com regarding receiving a copy of such source
code.

    10. Licensee Requirements: Licensee acknowledges that use or
distribution of the Licensed Software may require Licensee to obtain
licenses to intellectual property or other consents from one or more
third parties. Licensee is responsible for obtaining any and all such
required licenses, or permissions regarding the Licensed Software and
for the performance of any and all required tests or analysis necessary
or appropriate for the determination of the suitability of the Licensed
Software for its or its customers’ purposes. Licensee shall defend,
indemnify and hold Analog Devices, its licensors, and their respective
officers, directors, employees and agents (each an “Indemnified Party”)
harmless from and against any damages, fines, penalties, assessments,
liabilities, costs and expenses (including reasonable attorneys’ fees
and court costs) in the event that any claim is brought against an
Indemnified Party (i) arising or alleged to arise from Licensee’s use or
distribution of Licensed Software or Third Party Software, or (ii) on
account of Licensee’s failure to obtain any required license or consent
to use or distribute Licensed Software or Third Party Software. Licensee
shall bear any and all expenses and pay any and all taxes that may be
payable in relation to this Agreement.

    11. Audit: Analog Devices shall have the right upon ten (10) days
prior written notice to audit Licensee’s compliance with the terms of
this Agreement during normal business hours. In connection with such
audit Analog Devices shall have access to all reasonably requested
documents, equipment, information and personnel. Licensee shall maintain
complete and accurate records of its use of the Licensed Software for a
period of at least three years from the applicable use of the Licensed
Software.

    12. License Term; Term of Agreement: This Agreement is effective
upon receipt of the Licensed Software and shall continue for three (3)
years, unless earlier terminated as permitted in this Agreement. This
Agreement will automatically renew for additional one (1) year terms
unless indicated otherwise in writing by either of the parties thirty
(30) days prior to any renewal date. Licensee may terminate this
Agreement at any time by giving written notice to Analog Devices. Analog
Devices may terminate this Agreement at any time in the event of any
failure by Licensee to comply with any term or condition of the
Agreement. In the event of termination, Licensee must permanently delete
all copies of Licensed Software and all of its component parts,
including any backup or archival copies. Licenses granted to end users
prior to termination shall survive. The provisions of Sections 3-22
shall survive any termination or expiration of this Agreement according
to their terms.

    13. DISCLAIMER AND LIMITATION OF WARRANTIES: LICENSED SOFTWARE AND
THIRD PARTY SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
AND ANALOG DEVICES, FOR ITSELF AND ITS LICENSORS, HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO
THE LICENSED SOFTWARE AND THIRD PARTY SOFTWARE, INCLUDING, BUT NOT
LIMITED TO, ANY EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY;
FITNESS FOR PARTICULAR PURPOSE AND SYSTEM INTEGRATION; CONDITIONS OF
QUALITY AND ACCURACY OF INFORMATIONAL CONTENT; NON-INFRINGEMENT; QUIET
ENJOYMENT; AND TITLE. LICENSEE AGREES THAT ANY EFFORTS BY ANALOG DEVICES
TO MODIFY OR UPDATE LICENSED SOFTWARE OR THIRD PARTY SOFTWARE SHALL NOT
BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY ANALOG DEVICES
WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL
PURPOSE.

    14. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW
ANALOG DEVICES (INCLUDING ITS LICENSORS) SHALL NOT BE LIABLE FOR ANY
DAMAGES ARISING FROM OR RELATED TO THE LICENSED SOFTWARE, THIRD PARTY
SOFTWARE, THEIR USE OR ANY RELATED INFORMATION AND/OR SERVICES,
INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR ANALOGOUS DAMAGES (INCLUDING
WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, DATA,
REVENUE, PROFITS, OR SAVINGS, COMPUTER DAMAGE OR ANY OTHER CAUSE), UNDER
ANY LEGAL THEORY (INCLUDING WITHOUT LIMITATION CONTRACT, WARRANTY, TORT,
NEGLIGENCE, STRICT OR PRODUCT LIABILITY), EVEN IF IT HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES.

    IN NO EVENT SHALL ANALOG DEVICES’ OR ITS LICENSORS’ CUMULATIVE
LIABILITY FOR DAMAGES TO LICENSEE FOR ANY AND ALL CAUSES WHATSOEVER,
REGARDLESS OF THE FORM OF ANY CLAIMS OR ACTIONS, EXCEED THE GREATER OF
(1) ONE HUNDRED U.S. DOLLARS ($100.00 U.S.) OR (2) THE AMOUNT PAID TO
ANALOG DEVICES HEREUNDER FOR THE LICENSED SOFTWARE.

    Some jurisdictions do not permit the exclusion or limitation of
liability for consequential or incidental damages, and, as such, some
portion of the above limitation may not apply to Licensee. In such
jurisdictions, Analog Devices' liability is limited to the greatest
extent permitted by law.

    15. HIGH RISK APPLICATIONS: THE LICENSED SOFTWARE IS NOT DESIGNED OR
INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE
PERFORMANCE, INCLUDING, WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR CONTROL SYSTEMS, AIR TRAFFIC CONTROL,
LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR ANY OTHER APPLICATION IN
WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD LEAD TO DEATH, PERSONAL
INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGES (“HIGH RISK
ACTIVITIES”). LICENSED SOFTWARE IS NOT DESIGNED, AUTHORIZED, OR
WARRANTED TO BE SUITABLE FOR USE IN CONNECTION WITH HIGH RISK
ACTIVITIES. USE OF LICENSED SOFTWARE IN CONNECTION WITH HIGH RISK
ACTIVITIES IS UNDERSTOOD TO BE FULLY AT LICENSEE’S RISK.

    16. Choice of Law: This Agreement and any dispute related to the
Licensed Software shall be governed by the laws of the Commonwealth of
Massachusetts, United States of America, without reference to its
principles of conflicts of laws, and, as to matters affecting
copyrights, trademarks and patents, in addition, by applicable United
States federal law. The parties agree that the jurisdiction and venue of
any action with respect to this Agreement shall be in a court of
competent subject matter jurisdiction located in the Commonwealth of
Massachusetts, and each of the parties hereby agrees to submit itself to
the exclusive jurisdiction and venue of such courts for the purpose of
any such action, except that Analog Devices may seek injunctive relief
in any venue of its choosing. Licensee hereby submits to personal
jurisdiction in such courts. The parties hereto specifically exclude the
United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transactions Act from this
Agreement and any transaction between them that may be implemented in
connection with this Agreement. The original of this Agreement has been
written in English. The parties hereto waive any statute, law, or
regulation that might provide an alternative law or forum or to have
this Agreement written in any language other than English.

    17. U.S. Government Restricted Rights: Licensed Software is provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in subparagraphs (a)
through (d) of the Commercial Computer Software - Restricted Rights
clause at FAR 52.227-19, (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013, and in similar clauses
in the NASA FAR Supplement, as applicable. The contractor/manufacturer
of this Licensed Software is Analog Devices, Inc., One Technology Way,
Norwood, Massachusetts 02062 USA, or its authorized licensors.

    18. Export: Licensee shall not export, directly or indirectly,
Licensed Software, or other information or materials provided by Analog
Devices or its suppliers hereunder, to any country for which the United
States or any other relevant jurisdiction requires any export license or
other governmental approval at the time of export without first
obtaining such license or approval. Licensee shall defend indemnify and
hold harmless Analog Devices from and against any damages, fines,
penalties, assessments, liabilities, costs and expenses (including
reasonable attorneys’ fees and court costs) arising out of any failure
by Licensee to comply with this Section.

    19. Compliance with Laws of Other Jurisdictions: Licensee shall
comply with all laws, legislation, rules, regulations, governmental
requirements and industry standards with respect to Licensed Software,
and the performance by Licensee of its obligations hereunder, existing
in any applicable jurisdiction.

    20. Assignment: This Agreement is personal to Licensee and Licensee
may not transfer, sublicense, lease, rent, or assign its rights under
this License, and any such attempt shall be null and void. Analog
Devices may assign, transfer, or sublicense this Agreement or any rights
or obligations hereunder at any time in its sole discretion.

    21. Waiver; Modification; Severability: No waiver, consent,
modification or change of terms of this Agreement shall bind either
party unless in writing signed by both parties, and then such waiver,
consent, modification or change shall be effective only in the specific
instance and for the specific purpose given. If any provision of this
Agreement is unenforceable, such provision shall be enforced to the
extent possible under applicable law, and the remaining provisions will
remain in effect.

    22. Entire Agreement: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect
to the matters stated herein. If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect the
remainder of this Agreement, and this Agreement shall continue in force
and effect to the full extent allowed by law. For the avoidance of
doubt, all Licensed Software under this Agreement is subject to the
terms and conditions of this Agreement and not any agreement or terms
for purchase of Analog Devices products, even if the Licensed Software
is delivered with such products.

Appendix A

License limited to Analog Devices transceiver / receiver / transmitter
products.
