This Software License Agreement (“Agreement”) is between Analog Devices, Inc., a Massachusetts corporation, with its principal office at One Analog Way, Wilmington, MA 01887, U.S.A. (including its Affiliates, “ADI”) and you and any organization on whose behalf you act, if any (“You” or “Licensee”) for the Licensed Software and Documentation made available to You. BY DOWNLOADING, INSTALLING, COPYING, USING OR MODIFYING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT EXCEPT TO THE EXTENT THAT YOU HAVE A SIGNED AGREEMENT WITH ADI GOVERNING THE LICENSED SOFTWARE AND DOCUMENTATION. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, COPY, USE, OR MODIFY THE SOFTWARE.

1. Definitions

   1. “Affiliate” means any entity controlling, controlled by, or under common control with a party, where “control” is defined as the ownership of more than fifty percent (50%) of the equity or other voting interests of such entity.

   2. “Application Software” means software designed to run on, without limitation, personal computers, laptops, tablets, smartphones, servers, and may include simulation models.

   3. “Delivery” means the date in which ADI notifies Licensee of availability of such Licensed Software for download.

   4. “Documentation” means the published user manuals, specifications, data sheets, open source software disclosure, software bill of materials, and other Licensed Software-related documentation.

   5. “Embedded Software” means embedded software (including firmware) designed to operate in an ADI processor or product.

   6. “Licensed Software” means Embedded Software, Application Software, and Software Tools.

   7. “Maintenance Release” refers to a version of the Licensed Software that includes updates, bug fixes, patches, and other modifications intended to stabilize the performance, security, or functionality of the Licensed Software without significantly improving its core features or functionality. Maintenance Releases do not include any new versions or upgrades of the Licensed Software that add new features or substantial enhancements.

   8. “Object Code” means a form of computer code resulting from the compilation or processing of Source Code by a computer into machine language or intermediate code, which, after such compilation or processing, is in a form that would not be convenient to human understanding of the program logic but which is appropriate for execution or interpretation by a computer.

   9. “Order” means an enterprise order, statement of work, or quote for Licensed Software, and/or related maintenance and support.

   10. “Results” means any binary, textual, or other output produced or generated by Software Tools.

   11. “Software Tool” means a computer program that may be used to develop, debug, maintain, or otherwise support other programs and applications.

   12. “Source Code” means a form of computer code and/or instructions in which a computer program's logic can be perceived by a human being with skill in programming.

   13. “Support Services” means ADI support services that are provided under an Order.

   14. “Third Party Software” means any third party software and/or technology including any open source software as defined by the Open Source Initiative or “Free” code such as defined by the Free Software Foundation or licenses commonly referred to as ‘copyleft’ licenses, provided with or incorporated into the Software, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that as defined by the Open Source Initiative or Free Software Foundation identified in (i) the third party component listing(s), an appendix to this Agreement, or Documentation applicable to the Licensed Software and made available by ADI in connection with this Agreement.
2. License Grant

   1. Subject to the terms and conditions of this Agreement, and excluding any Licensed Software for which license grants are provided under an appendix attached to this Agreement, ADI grants to Licensee a non-exclusive, non-transferable, non-sublicensable (except as expressly provided herein) license to:

      1. internally use and copy the Embedded Software (and modify the Embedded Software if it is provided in Source Code) for the sole purpose of incorporating the Embedded Software into the corresponding ADI processors/products incorporated into Licensee products;

      2. copy and distribute Embedded Software in Object Code solely for use in the corresponding ADI processors/products incorporated into Licensee products;

      3. internally use the Application Software for the sole purpose of configuring, monitoring and controlling ADI processors/products or otherwise using the Application Software with ADI processors/products; and

      4. internally use and copy the Software Tool solely in connection with the design, development, production, sale, maintenance, and support of Licensee products; and

      5. use, copy, and distribute and sublicense Results in binary or executable form solely in conjunction with the design, development, production, sale, support, and use of Licensee products, provided that Licensee distributes and sublicenses the Results under a written license no less restrictive than the terms of this Agreement.
   2. Subcontractors During the term of this Agreement, Licensee may utilize third party contractors (each a “Licensee Subcontractor”) solely for the purpose of assisting Licensee with activities pursuant to the applicable license granted under Section 2a or appendix attached to this Agreement. Licensee shall: (i) engage Licensee Subcontractors under a written agreement that obligates the Licensee Subcontractor to obligations at least as stringent as this Agreement relative to Licensed Software, Confidential Information, ownership and intellectual property as set forth in this Agreement prior to allowing the Licensee Subcontractor to access or use the Licensed Software and promptly cease using any Licensee Subcontractor at ADI’s request if ADI reasonably believes that the use of the Licensed Software by the Licensee Subcontractor does not fall within the scope permitted under this Agreement. Licensee acknowledges and agrees that it is liable for any acts or omissions of Licensee Subcontractors.
3. Restrictions

   1. Licensee shall not, nor permit or assist any third party to: (i) modify, reverse engineer, decompile, disassemble, otherwise attempt to derive the Source Code of, or create derivative works of the Licensed Software, except to the extent that such activity is expressly permitted pursuant to Section 2 or applicable appendix attached to this Agreement or permitted by applicable law; (ii) 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; (iii) rent, lease, lend, sell, assign, publish, permit time-sharing, or otherwise make available, transfer, deliver, disclose, or distribute the Licensed Software to any third party except as expressly authorized under Section 2 or applicable appendix attached to this Agreement; (iv) attempt to circumvent or disable any restriction or entitlement mechanism associated with the Licensed Software; (v) use the Licensed Software in any manner that is inconsistent with applicable Documentation; (vi) publish for external or public use any results from benchmarking or other analyses done for the purpose of monitoring the Licensed Software’s availability, performance, or functionality, without the prior written consent of ADI; or (vii) distribute Embedded Software except as embedded in or with ADI’s processors, devices or products that are incorporated into Licensee products unless otherwise agreed to in writing by ADI.

4. Ownership of Software; Feedback

   1. Licensee acknowledges and agrees that, as between ADI and Licensee, ADI retains all right, title and interest, including all intellectual property rights in and to: (i) the Licensed Software and, with respect to Third Party Software, the applicable third party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Software; (ii) any software, applications, inventions or other technology developed in connection with implementing or configuring the Licensed Software for Licensee’s use herein or in providing Support Services or maintenance, (iii) all related patent, copyright and other intellectual property rights in any of the foregoing.

   2. Licensee shall not take any action inconsistent with such title and ownership described in this Section 4. Any use of the Licensed Software for any purpose other than as expressly licensed hereunder is outside the scope of this Agreement.

   3. Licensee may, from time to time, provide to ADI and/or its Affiliates modifications, enhancement requests, recommendations, or other improvements (collectively, “Feedback”). Licensee agrees that (i) all Feedback is and shall be given entirely voluntarily and (ii) ADI may have similar development ideas related to the Feedback. Notwithstanding anything to the contrary herein, to the extent Licensee provides such Feedback, Licensee (on behalf of itself and its Affiliates) hereby grants to ADI 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 and via any media ADI or its Affiliates choose, without reference to its source or other obligation to Licensee and even if the Feedback is designated as confidential.

5. Fees, and Taxes Licensee shall pay ADI all applicable fees (if any) arising in connection with this Agreement, which fees shall be net of any taxes or fees and due within thirty (30) days of the date of delivery of the Licensed Software or ADI’s issuance of support or maintenance, if applicable. 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 ADI for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by ADI in collecting past due amounts. If any fees are not paid by the due date, ADI may suspend or terminate permission to access the Licensed Software and/or the performance or delivery of support and maintenance, if any, provided for hereunder. 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.

6. Reporting; Audit ADI reserves the right to audit Licensee’s books and records related to Licensee’s performance under this Agreement and invoice Licensee for any underpaid amounts.

7. Third Party Software The Licensed Software may be accompanied by or include Third Party Software. The use of each portion of Third Party Software is subject to its own separate software license terms and conditions (“Third Party License(s)”), and Licensee agrees that its use of any Third Party Software is based upon and subject to the applicable Third Party License. Third Party Software is provided on an “as is” basis without any representation, warranty, or liability of any kind. Without limiting the restrictions detailed in Sections 3(a), Licensee shall not provide or distribute, nor shall they assist or enable any third party to provide or distribute, the Licensed Software in any manner, or engage in any other 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 a Third Party License. For the avoidance of doubt, this Agreement does not limit Licensee’s rights under, or grant Licensee rights that supersede, the terms of any applicable open source software license agreements. If any of the Third Party Software is open source software that has been provided to Licensee in object code only under terms that obligate ADI to provide to Licensee or show Licensee where to access the source code versions of such open source software, Licensee may obtain a copy of the applicable source code by emailing opensource@analog.com.

8. Support and Maintenance Unless support or maintenance is purchased under an Order, ADI shall have no obligation to provide support or maintenance to the Licensed Software. If Licensee purchases maintenance under an Order: (a) subject to Licensee’s payment of applicable maintenance fees, ADI agrees to provide the Licensee with Maintenance Releases for the applicable Licensed Software during the maintenance period stated in the applicable Order; (b) Licensee shall be responsible for the installation of any Maintenance Releases provided by ADI; and (c) Licensee agrees to use the latest version of the Licensed Software, including any Maintenance Releases, as soon as reasonably practicable after such Maintenance Releases are made available by ADI. If Licensee purchases Support Services, subject to Licensee’s payment of applicable payment of Support Services fees, ADI will use commercially reasonable efforts to provide Licensee with Support Services in accordance with the terms of the Order.

9. Term and Termination

   1. Term Unless earlier terminated as permitted herein, this Agreement shall continue for a period of one year from the date of Delivery and automatically renew for additional one (1) year periods unless indicated otherwise in writing by either of the parties to the other party at least thirty (30) days prior to any renewal date.

   2. Termination This Agreement may be terminated as follows:

      1. by ADI, if no fees were paid by Licensee for the Licensed Software, at any time by giving written notice to Licensee; or

      2. by either party effective immediately upon written notice if the other party: (a) materially breaches any provision of the Agreement and fails to cure within 30 days after receiving written notice; or (b) becomes insolvent or subject to any form of bankruptcy proceeding.
   3. Effect of Termination Upon termination or expiration, (i) all licenses granted hereunder shall immediately expire and Licensee must immediately cease using the Licensed Software and permanently delete all copies of the Licensed Software and all of its component parts except that Licensee may retain a copy of the Licensed Software solely for archival, legal, or regulatory compliance purposes (and such retained copy shall remain subject to the confidentiality and use restrictions set forth in this Agreement and shall not be used for any commercial or operational purpose), and (ii) Licensee shall pay to ADI all unpaid fees hereunder, including but not limited to any royalty fees related to Licensed Software that has been or will be incorporated into any Licensed Product, whether or not Licensee has sold such Licensed Product. Sections 1 and 3-15 shall survive any termination or expiration of this Agreement according to their terms.
10. Confidentiality

    1. The term “Confidential Information” shall mean information of a Party, including, but not limited to, trade secrets, know-how, proprietary, technical, developmental, operating, financial, performance, cost, process, client and prospect information, information relating to an identified or identifiable natural person, and all samples, models, evaluation boards, reports, tables, data and prototypes containing or disclosing such information, that is (i) marked or accompanied by documents clearly and conspicuously designating the information as “confidential” or the equivalent, (ii) identified by the disclosing Party in writing as confidential before, during or promptly after the disclosure or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, a reasonable person would understand to be confidential. Licensed Software and Documentation are Confidential Information of ADI.

    2. Licensee shall protect the confidentiality of ADI’s Confidential Information. Without limitation, on behalf of itself and its Affiliates, 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 Licensee Subcontractors (as permitted in Section 2b) and any employee of Licensee or Licensee’s Affiliate (A) requiring access to Confidential Information in the course of his or her employment in connection with this Agreement, (B) 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 (C) who complies with all other applicable provisions of this Agreement; (ii) to notify ADI 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.

    3. Nothing in this Section 10 shall restrict Licensee with respect to information if such information: (i) was rightfully possessed by Licensee before it was received from ADI; (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 or any of its Affiliates.

    4. Because the unauthorized use, transfer, or dissemination of any Confidential Information may diminish substantially the value of such materials and may irreparably harm ADI, if Licensee breaches the provisions of this Section 10, ADI shall, without limiting its other rights or remedies, be entitled to equitable relief, including but not limited to injunctive relief.
11. Disclaimer of Warranties, Limitation of Liability

    1. Disclaimer of Warranties THE LICENSED SOFTWARE, ASSOCIATED DOCUMENTATION, THIRD PARTY SOFTWARE, AND ANY MAINTENANCE AND SUPPORT ARE PROVIDED "AS IS" AND WITH ALL FAULTS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND ADI, FOR ITSELF, ITS AFFILIATES, AND ITS LICENSORS, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE, ASSOCIATED DOCUMENTATION, THIRD PARTY SOFTWARE, AND ANY MAINTENANCE AND 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. NEITHER ADI NOR ITS LICENSORS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS RELATED TO THE LICENSED SOFTWARE. FOR CLARITY, AND WITHOUT LIMITING THE FOREGOING, THE LICENSED SOFTWARE IS NOT DESIGNED, INTENDED, OR WARRANTED FOR USE WITH OR 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 (“HIGH RISK ACTIVITIES”). USE OF THE LICENSED SOFTWARE IN CONNECTION WITH HIGH RISK ACTIVITIES IS UNDERSTOOD TO BE FULLY AT LICENSEE’S AND ITS AFFILIATES’ RISK.

    2. Limitation of Liability ADI’S CUMULATIVE LIABILITY FOR ANY AND ALL CAUSES, CLAIMS, AND ACTIONS WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY WAY, UNDER ANY THEORY OF LIABILITY, REGARDLESS OF THE FORM OF ANY CAUSES, CLAIMS OR ACTIONS, SHALL NOT EXCEED THE GREATER OF (i) $100 OR (ii) AGGREGATE FEES PAID BY LICENSEE TO ADI UNDER THIS AGREEMENT FOR THE APPLICABLE LICENSED SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CAUSES, CLAIMS OR ACTIONS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. IN NO EVENT SHALL ADI, ITS AFFILIATES, OR THE SUPPLIERS OF ADI OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. IN NO EVENT SHALL ADI’S AFFILIATES OR ANY SUPPLIER OF ADI OR ITS AFFILIATES HAVE ANY LIABILITY FOR ANY DAMAGES WHATSOEVER.

    3. The parties acknowledge and agree that the disclaimers and limitations of liability contained in this Agreement shall apply regardless of the availability, success or effectiveness of any remedies; are reflected in fees charged; represent an agreed allocation of risk between the parties; and are essential elements of the basis of the bargain between the parties. 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, ADI's liability is limited to the greatest extent permitted by law.

12. Compliance with Laws and Export Licensee shall comply with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the preceding have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal, and identifying and filing or purchasing (as applicable) any and all required permits, certificates, licenses, insurance, approvals and inspections required in performance of its obligations under this Section 12. Licensee acknowledges and agrees that the Licensed Software is subject to the export control laws and regulations of the United States and/or other governments and will comply with these laws and regulations and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside of the United States. Licensee shall not, without prior U.S. Government authorization, export, reexport, or transfer any commodities, software, or technology, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of said countries, or to any person, organization, or entity on any of the restricted parties’ lists maintained by the U.S. Departments of State, the Treasury, or Commerce. Licensee shall ensure that before reexporting or transferring (in-country) the items and subsequent parties to a reexport or transfer (in-country) transaction will be screened against the US Consolidated Screening List found at https://www.trade.gov/consolidated-screening-list and comply with any restrictions related to such transaction parties. In addition, the Licensed Software may not be exported, reexported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction (e.g., nuclear, chemical, or biological weapons, and the missile technology to deliver them).

13. Miscellaneous

    1. Notices Any notice or communication from one party to the other shall be in writing and sent by electronic mail and shall be deemed given when received. All notices to ADI shall be sent to Legal.Notices@analog.com.

    2. Choice of Law The Agreement is governed by the laws of the Commonwealth of Massachusetts and U.S. federal laws, and parties shall submit any claim or action to the exclusive jurisdiction of the state federal courts located in Suffolk County, Massachusetts. Conflict of law rules are expressly disclaimed. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Notwithstanding the foregoing, ADI may seek injunctive or other equitable relief in any venue of its choosing.

    3. U.S. Government Restricted Rights Each of the Documentation and the Licensed Software is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

    4. Assignment Licensee may not transfer, lease, rent, or assign its rights under this License without the prior, written consent of ADI. ADI may assign, transfer, or sublicense this Agreement or any rights or obligations hereunder at any time in its sole discretion.

    5. Waiver; Modification; Severability This Agreement shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by written agreement signed by both parties hereto. The failure of either party, in any one or more instances, to enforce any of the terms of this Agreement shall not be construed as a waiver of future enforcement of that or any other term. 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.

    6. Force Majeure Neither party will be held responsible for any delay or failure in performance of its obligations hereunder to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of terrorism or war, act of God, or other similar causes beyond its reasonable control and without the fault or negligence of the delayed or non-performing party or its subcontractors.

    7. Entire Agreement This Agreement (including any appendices attached hereto) constitutes the entire agreement between the parties and supersedes all previous communications, whether oral or written, with respect to the subject matter herein. ADI expressly rejects any of Licensee’s terms and conditions. ADI’s failure to object to any provision contained in a communication from Licensee shall not be deemed a waiver.

Revision: v1.0, 2025-06-05