TMCLAsm (Win32)

SOFTWARE LICENSE AGREEMENT

20230606-ADI-N3PT-CTSLA

 

This Software License Agreement (the “Agreement”) is a legal agreement between Analog Devices, Inc., a Massachusetts corporation, with its principal office at One Analog Way, Wilmington, MA 01887, U.S.A. (“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.   YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18 AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF OR YOUR EMPLOYER, AS APPLICABLE, TO THE TERMS OF THIS AGREEMENT.

 

The Licensed Software consists of (a) embedded software (including firmware) designed to operate in an Analog Devices processor / product (“Embedded Software”) and/or (b) application software designed to run on personal computers (“PC Software”). 

 

1. Licenses.  Subject to the terms and conditions of this Agreement, Analog Devices grants to Licensee a non-exclusive, non-transferable, non-sublicensable license, to:

(a) internally use and copy the Embedded Software (and modify the Embedded Software if it is provided in source code form) for the sole purpose of incorporating the Embedded Software into Analog Devices processors/products incorporated into Licensee products; and

(b) internally use and copy the PC Software for the sole purpose of configuring, monitoring and controlling Analog Devices processors/products or otherwise using the PC Software with Analog Devices processors/products.

 

2. Distribution of Embedded Software.  Subject to the terms and conditions of this Agreement, Analog Devices grants to Licensee a non-exclusive, non-transferrable, non-sublicensable license, to copy and distribute the Embedded Software in object code form solely for use in Analog Devices processors/products incorporated into Licensee products. Distribution is limited to Embedded 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 patents (and those of its affiliates), a non-exclusive, worldwide, fully paid-up, royalty-free license to make, use, sell, import, export, copy, distribute and otherwise exploit the Licensed Software in-whole or in-part (including updated versions of the Licensed Software), and to directly or indirectly sublicense others to do the same. 

 

4. Restrictions.  Licensee shall not modify, reverse engineer, decompile, disassemble or create derivative works of the Licensed Software (except and only to the extent that such activity is expressly permitted (i) pursuant to Section 1 above or (ii) by applicable law notwithstanding this limitation).  Licensee may only copy the Licensed Software as expressly authorized in Sections 1 and 2 above.  In no event shall Licensee sublicense, rent, lease, permit time-sharing or otherwise make available, transfer, deliver, disclose, or distribute the Licensed Software to any third party (except as expressly authorized with respect to the delivery of the Embedded Software under Section 2 above).   The Licensed Software may not be used with any processors/products other than Analog Devices’ processors/products or for any other purpose.  To the extent there are any specifications and/or user manuals for the Licensed Software, as an additional restriction under this Agreement (and in no way expanding any rights under this Agreement), the Licensed Software may not be used in any manner that is inconsistent with such specifications and/or user manuals.  For the avoidance of doubt, (i) Licensee may not distribute the Embedded Software except as embedded in Analog Devices’ processors/products that are incorporated into Licensee products (Licensee may not distribute the Embedded Software separately from Analog Devices’ processors/products incorporated into Licensee products) and (ii) Licensee may not distribute the PC Software under any circumstances. 

 

Licensee shall not engage in any activities with respect to the Licensed Software that would cause the Licensed Software, in whole or in part to become subject to any terms of an Excluded License; except that, if the Licensed Software or any component thereof is, as licensed by Analog Devices and identified as such in Appendix A, subject to the terms of an Excluded License, then Licensee’s use of the Licensed Software (or relevant component(s), as applicable) in accordance with the terms of this Agreement and such Excluded License shall not be considered a breach of the foregoing. Neither shall it be considered a breach of the foregoing for Licensee to exercise their rights as defined under Section 1 on systems where integral parts of the operating systems are licensed under the GNU Lesser General Public License.  An “Excluded License” means any license, including licenses for “open source” code (such as defined by the Free Software Foundation), that requires as a condition of use, modification, and/or distribution of the software subject to such 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.  Examples of Excluded Licenses include, without limitation, the GNU General Public License, the GNU Lesser General Public License (except where such license is used for integral parts of the operating system where Licensee Products operate in accordance with Section 1), the Creative Commons Share-alike Licenses and the Microsoft Reciprocal License.  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 the Licensed Software that was not, as licensed under this Agreement by Analog Devices, not already subject to such Excluded License shall be null and void with regard to the Licensed Software.  Under no circumstances will Licensee offer, provide, distribute, or license any of the Licensed Software (whether in source code form or object code form) under any form of Excluded License, except to the extent that such portion(s) of the Licensed Software were licensed under this Agreement by Analog Devices pursuant to such Excluded License terms. 

 

Licensee acknowledges and agrees that Analog Devices and its licensors and suppliers (as applicable) retain all right, title and interest in the Licensed Software and derivative works thereof, including all related patent, copyright and other intellectual property rights in any of the foregoing, and that Licensee’s rights to the Licensed Software are limited to those expressly provided for in Sections 1 and 2 above (subject to the conditions and restrictions in this Section 4).  Licensee shall not take any action inconsistent with such title and 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 the 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 of any kind.

 

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

 

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 modifications, enhancements, improvements, code, suggestions, ideas, comments or other feedback (“Feedback”) to Analog Devices related to the Licensed Software.  Licensee agrees that all Feedback is and shall be given entirely voluntarily. To the extent Licensee provides such Feedback, Licensee (on behalf of itself and its affiliates) hereby grants to Analog Devices and its affiliates a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, transferable license, with the right to sublicense, under Licensee’s (and its affiliates’) intellectual property, to use and disclose Feedback in any manner Analog Devices or its affiliates choose, including, without limitation, displaying, performing, copying, making, having made, using, selling and otherwise disposing of Analog Devices’ and its affiliates and their respective licensees’ products embodying such Feedback in any manner and via any media, without reference to its source or other obligation to Licensee and even if the Feedback is designated as confidential.

 

7.  Confidentiality. 

(a) The Licensed Software and any accompanying documentation, and any other information which a reasonable person would understand is of a confidential or proprietary nature, shall be deemed to be “Confidential Information” of Analog Devices whether or not it is identified in writing as “Confidential.”  Any other materials or information identified by Analog Devices as “Confidential” or with any similar notice shall also be treated as Confidential Information of Analog Devices under this Agreement.  Analog Devices Confidential Information shall include, without limitation, software and information of Analog Devices’ affiliates, suppliers and licensors. 

(b) Licensee shall protect the confidentiality of Analog Devices Confidential Information. Without limitation, Licensee agrees: (i) not to disclose or otherwise permit any other person or entity access to, in any manner, Confidential Information, or any part thereof in any form whatsoever; except that such disclosure or access shall be permitted to an employee of Licensee (x) requiring access to Confidential Information in the course of his or her employment in connection with this Agreement, (y) who is subject to written confidentiality obligations at least as protective with respect to Confidential Information as the terms and conditions in this Agreement and (z) who complies with all other applicable provisions of this Agreement; (ii) to notify Analog Devices promptly and in writing of the circumstances surrounding any suspected possession, 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.

(c) Nothing in this Section 7 shall restrict Licensee with respect to information if such information:  (i) was rightfully possessed by Licensee before it was received from Analog Devices; (ii) is independently developed by Licensee without reference to Confidential Information; (iii) is subsequently furnished to Licensee by a third party not under any obligation of confidentiality with respect to such information, and without restrictions on use or disclosure; or (iv) is or becomes public or available to the general public otherwise than through any act or default of Licensee.

(d) Because the unauthorized use, transfer or dissemination of any Confidential Information may diminish substantially the value of such materials and may irreparably harm Analog Devices, if Licensee breaches the provisions of this Section 7, Analog Devices shall, without limiting its other rights or remedies, be entitled to equitable relief, including but not limited to injunctive relief.

 

8. Fees and Taxes.    Licensee shall pay Analog Devices all applicable fees (if any) arising in connection with this Agreement.  All fees are due within thirty (30) days of the date of delivery of the Licensed Software.  Any late payments shall incur interest at the rate of one and one-half percent (1.5%) per month or the highest rate allowed under applicable law, whichever is less.  Licensee shall reimburse Analog Devices for all costs of collection.  Licensee shall pay all foreign, federal, state, municipal and other governmental excise, sales, use, property, customs, import, value added and other taxes, fees, levies and duties of any nature now in force or enacted in the future that are assessed upon or with respect to the Licensed Software, but excluding taxes based on Analog Devices’ net income.

 

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, (iv) software documentation, (v) in connection with any Update of the Licensed Software or its documentation, and/or (vi) 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 Licensee agrees that Licensee’s use of any Third Party Software is bound by the applicable Third Party License.  Licensee agrees 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 and suppliers) 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 and suppliers) shall be entitled to the benefit of any and all limitations of liability and disclaimers of warranties contained in the Third Party Licenses.

 

10. Required Consents; Indemnification. 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 consents 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.  Without limitation, Licensee is responsible for obtaining, maintaining and complying with third party licenses in connection with any Industry Standard hereafter defined below (including related intellectual property rights) applicable to the Licensed Software.  "Industry Standard" means any standard, protocol or specification that is promulgated by any standards development organization, consortium, trade association, special interest group, or like group or entity, for the purpose of widespread adoption.  By way of non-limiting examples, industry standards and specifications may include without limitation technical specifications promulgated by organizations such as the International Telecommunications Union (ITU), International Standards Organization (ISO), International Electrotechnical Commission (IEC), 3'd Generation Partnership Project (3GPP), Moving Picture Experts Group (MPEG), World Wide Web Consortium (W3C), Internet Engineering Task Force (IETF), OpenFabrics Alliance, Open Mobile Alliance, UPnP Forum, USB lmplementers Forum, Institute of Electrical and Electronics Engineers (IEEE), American National Standards Institute (ANSI), Telecommunications Industry Association (TIA), AUTomotive Open System Architecture (AUTOSAR), High-bandwidth Digital Content Protection (HDCP), High-Definition Multimedia Interface (HDMI), Digital Transmission Content Protection (DTCP), Digital Transmission Licensing Administrator (DTLA), and Ethernet POWERLINK Standardization Group (EPSG).  Licensee shall defend, indemnify and hold Analog Devices, its affiliates, licensors and suppliers, 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 arising or alleged to arise directly or indirectly from (i) Licensee’s possession, use, distribution or other exploitation of the Licensed Software or Third Party Software, or (ii) Licensee’s failure to obtain any required license or consent with respect to the Licensed Software or Third Party Software. 

 

11.  Reporting; Audit.  If requested by Analog Devices, Licensee shall report to Analog Devices by emailing licensing@analog.com within 30 days of the end of each calendar quarter (i) the name of each Licensee product which contains the Licensed Software, (ii) the quantity of such Licensee products used or distributed by Licensee and the number of instances of the Licensed Software executing on each such Licensee product and (iii) such other information as Analog Devices may reasonably request related to use of the Licensed Software.  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 (3) years from the applicable use of the Licensed Software.  If requested by Analog Devices, within ten business days of such request, Licensee shall either (i) certify in writing that Licensee is fully compliant with this Agreement or (ii) deliver a notice in writing stating all of the reasons why Licensee is not fully compliant. 

 

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.   If a software license fee was not charged by Analog Devices and paid by Licensee for the Licensed Software in connection with this Agreement, Analog Devices may terminate this Agreement at any time for any reason.  This Agreement may be terminated by either party immediately in the event any assignment is made by the other party for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of the other party's property, or if the other party files a voluntary petition under federal bankruptcy laws or similar state statutes or an involuntary petition is filed against the other party and is not dismissed within sixty (60) days.  Analog Devices may immediately terminate this Agreement or any licenses granted hereunder by written notice to Licensee in the event that (a) any related license from a licensor or supplier to Analog Devices terminates or expires or no longer authorizes Analog Devices to distribute and/or license the applicable software or (b) there is a claim or allegation of intellectual property infringement based on the Licensed Software or such a claim is reasonably possible as determined by Analog Devices in its sole discretion; provided that, if Analog Devices terminates this Agreement or any license pursuant to this sentence, Analog Devices shall refund a portion of the amounts paid (if any) under this Agreement for the affected portion of the Licensed Software in an amount reflecting the value of the affected portion of the Licensed Software as determined by Analog Devices in its sole discretion (the value of the Licensed Software shall be depreciated on a three year straight-line basis).  This Agreement shall immediately automatically terminate in the event of any failure by Licensee to comply with any term or condition of this Agreement.  In the event of termination or expiration (i) all licenses granted to Licensee immediately expire and (ii) Licensee must immediately cease using the Licensed Software and permanently delete all copies of the Licensed Software and all of its component parts, including any backup or archival copies.  The provisions of Sections 3 through 22 shall survive any termination or expiration of this Agreement according to their terms.

 

13. DISCLAIMER OF WARRANTIES.  THE LICENSED SOFTWARE AND THIRD PARTY SOFTWARE AND ANY SUPPORT ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND ANALOG DEVICES, FOR ITSELF AND ITS AFFILIATES, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE AND THIRD PARTY SOFTWARE AND ANY SUPPORT, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; QUALITY AND ACCURACY OF INFORMATIONAL CONTENT; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE.  LICENSEE AGREES THAT ANY EFFORTS BY ANALOG DEVICES OR ITS AFFILIATES TO MODIFY OR UPDATE THE LICENSED SOFTWARE OR THIRD PARTY SOFTWARE OR PROVIDE SUPPORT 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 AFFILIATES) 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 SUPPORT, 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’ 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.  ANALOG DEVICES’ AFFILIATES, LICENSORS AND SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE LICENSED SOFTWARE OR ITS USE.

 

Some jurisdictions do not permit the exclusion or limitation of liability for consequential, incidental or other 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, autonomous driving or other safety critical automotive applications, 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”).  THE LICENSED SOFTWARE IS NOT DESIGNED OR WARRANTED TO BE SUITABLE FOR USE IN CONNECTION WITH HIGH RISK ACTIVITIES.  USE OF THE 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 Boston, 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 equitable (including injunctive) relief and enforce judgements 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.  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. If the Licensed Software or documentation provided by Analog Devices or its suppliers is procured by or on behalf of the United States Government, the Government agrees that such software or documentation is “commercial computer software” or “commercial computer software documentation” and that absent a written agreement to the contrary, the Government’s rights with respect to such Licensed Software or documentation are limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable.

 

18.  Export.  Licensee shall only use the Licensed Software in compliance with all applicable laws and regulations, including without limitation export control laws.  Licensee agrees that Licensee will not directly or indirectly export the Licensed Software to another country except in full compliance with all applicable United States Federal Laws and Regulations and other laws and regulations relating to exports and imports.  Licensee will not export/re-export, directly or indirectly, any software, information or technical data acquired under this Agreement or the "direct product" thereof to any country for which the United States Government or any agency thereof, at the time of export, requires an export license or other governmental approval, without first obtaining such license or approval.  The term "direct product" as used herein means the immediate product (including processes and services) produced directly by the use of the technical data or information.  In addition to the above, the Licensed Software and/or any "direct product" thereof, may not be used by, or exported, transferred or re-exported to (i) any U.S. or U.N. or EU-sanctioned or embargoed country, or to nationals or residents of such countries;  (ii) any person , entity, organization, or other party identified on the U.S. Department of Treasury’s lists of “Specially Designated Nationals and Blocked Persons” (iii) any associations, individuals, companies, entities, organizations found in the U.S. Department of Commerce’s Table of Denial Orders or Entity List, as published and revised from time to time (collectively known as the "Denied Parties List" or "Prohibited Parties List"); and/or (iv) any unauthorized or prohibited end-user engaged in any prohibited activities related to weapons of mass destruction, including without limitation, activities related to the design, development, production or use of nuclear weapons, materials, or facilities, missile or the support of missile projects, and chemical or biological weapons.  Licensee understands that the foregoing obligations are legal requirements and agree that they shall survive any expiration or termination of this Agreement.

 

19. Compliance with Laws.  Licensee shall comply with all laws, legislation, rules, regulations, governmental requirements and industry standards with respect to the Licensed Software, and the performance by Licensee of its obligations hereunder, existing in any applicable jurisdiction.  In the event that this Agreement is required to be registered with any governmental authority, Licensee shall notify Analog Devices in writing and cause such registration to be made and shall bear any expense or tax payable in respect thereof. 

 

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 constitutes the entire, final, and complete agreement between the parties hereto relevant to the subject matter hereof, and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement.  Any term or condition incorporated in Licensee’s purchase order(s) or any other document provided by Licensee to Analog Devices which is in any way different from, inconsistent with or in addition to the terms and conditions set forth herein shall be of no effect, shall not apply to the licensing of the Licensed Software, and shall not become a part of a contract between the parties or be binding upon Analog Devices.  Analog Devices’ failure to object to terms contained in any communication from Licensee shall not be an acceptance of such terms or a waiver of the terms set forth in this Agreement.  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 the 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.