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EVALUATION LICENSE AGREEMENT 
20170707-ADI-CTELA

This Evaluation 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 (either an individual or a single entity) (“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. License.  Subject to the terms and conditions of this Agreement, Analog Devices grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to internally use the Licensed Software (and modify the Licensed Software if it is provided in source code form) for the sole purpose of evaluating the use of Licensed Software with Analog Devices’ processors / products.  The Licensed Software may not be used with any other processors / products or for any other purpose.  

2. Restrictions and Conditions.  The license granted in Section 1 is conditioned on full compliance with this Section 2 and the other obligations under this Agreement.  
(a) Licensee shall not modify, reverse engineer, decompile, disassemble or create derivative works of 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). 
(b) In no event shall Licensee (i) deliver or disclose the Licensed Software to any third party or (ii) use the Licensed Software in commercially available products. 
(c) Licensee shall not engage in any activities with respect to the Licensed Software 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.  
(d) 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.  
(e) All rights not expressly granted in this Agreement are reserved to Analog Devices.
Any use of the Licensed Software for any purpose other than as expressly licensed hereunder is outside the scope of this Agreement.
(f) 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.
(g) Analog Devices and its suppliers (as applicable) shall retain all right, title and interest in Licensed Software and all derivative works thereof, including all related intellectual property rights in any of the foregoing.  Licensee shall not take any action inconsistent with such title and ownership.
(h) 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, however, Licensee 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 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 licensee’s 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.
(i) 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.

3.  Confidentiality.  
(a) Licensed Software, 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.”  Analog Devices Confidential Information shall include without limitation software, documentation and information of Analog Devices’ affiliates, suppliers and licensors.  
(b) Licensee agrees to protect the confidentiality of Analog Devices Confidential Information, including 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 requiring access to Confidential Information in the course of his or her employment in connection with this Agreement and 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 such employees comply 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 expressly authorized herein.
(c) Nothing in this Section 3 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) Licensee acknowledges and agrees that any unauthorized use or disclosure of Confidential Information may cause Analog Devices substantial and irreparable damages and, therefore, in the event of any such unauthorized use or disclosure or threat of unauthorized use or disclosure, in addition to other remedies which may be available at law, Analog Devices shall be entitled to receive specific performance and other injunctive and equitable relief without the posting of any bond.  

4. Required Consents; Indemnification.  Licensee acknowledges that use 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 and consents regarding the Licensed Software. Without limitation, Licensee is responsible for maintaining and/or obtaining 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), OpenFabncs 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) and AUTomotive Open System Architecture (AUTOSAR). Licensee shall defend, indemnify and hold Analog Devices, its affiliates 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 or other exploitation of Licensed Software or (ii) Licensee’s failure to obtain any required license or consent with respect to the Licensed Software.  

5. Term and Termination.  
(a) The term of this license is for a period of six (6) months commencing on the date the Licensed Software is first received by Licensee from Analog Devices or its authorized distributor (“Term”).  This Agreement is effective until the expiration of the Term or until terminated in accordance with this Section.  Either party may terminate this Agreement at any time by giving written notice to the other party. This Agreement shall immediately automatically terminate 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.  The provisions of Sections 2 through 15 shall survive any termination or expiration of this Agreement according to their terms.
(b) LICENSED SOFTWARE MAY BE TIME-SENSITIVE AND MAY NOT FUNCTION UPON EXPIRATION OF TERM.  NOTICE OF EXPIRATION WILL NOT BE GIVEN, SO LICENSEE NEEDS TO PLAN FOR THE EXPIRATION DATE.  In order to protect against unauthorized use of the Licensed Software in commercial applications, Analog Devices may have integrated copy protection into the evaluation software.  Typical protection may include a time-out or periodic beep on audio software or a watermark on imaging software.  

6. Disclaimers.  LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND ANALOG DEVICES HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE, 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 LICENSED SOFTWARE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS.  

7.  Limitation of Liability.  
(a) ANALOG DEVICES SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ANALOG DEVICES WAS ADVISED 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 ONE HUNDRED U.S. DOLLARS ($100.00 U.S.).  ANALOG DEVICES’ AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE LICENSED SOFTWARE OR ITS USE.
(b) 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.

8. Choice of Law.  This Agreement 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 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. 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.

9. U.S. Government Restricted Rights. If 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.

10.  Export.  Licensee shall not export, directly or indirectly, Licensed Software, or other information or materials provided by Analog Devices 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 and its affiliates 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.

11. Compliance with Laws; Taxes.  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.  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.  Licensee shall bear any and all expenses and pay any and all taxes that may be payable in relation to this Agreement.

12. 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.

13.  Waiver / Modification.  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.

14.  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.

15.  Third Party Software.  
(a) 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 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 shall be entitled to the benefit of any and all limitations of liability and disclaimers of warranties contained in the Third Party Licenses.
(b) With respect to any Third Party Software subject to the GNU General Public License Version 2 (“GPL2”) distributed by Licensor in object code or executable form and not distributed (as defined in GPL2) in source code form in connection with this Agreement, Licensor hereby offers, for a period of three years from the date of your receipt of the applicable Third Party Software, to give any third party, for a charge no more than the cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed on a medium customarily used for software interchange.
(c) 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.
 
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