SOFTWARE LICENSE AGREEMENT - Analog Devices€¦ · software license selected at the time of ordering the SOFTWARE. If you purchased an “Unlimited Corporate” license, there is

20180918-SS-CTSLA Page 1 of 28

Analog Devices SigmaStudio®

SOFTWARE LICENSE AGREEMENT

Ver 20180918

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” or “you”) for the software and related

documentation that accompanies this Agreement (the “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.

1. SOFTWARE LICENSE

A. Subject to your compliance with the terms and conditions of this Agreement, you are granted a non-exclusive, non-

transferable, non-sublicensable license to internally use the SOFTWARE, solely for use with Analog Devices processors.

You may distribute the processor libraries and software examples included in the SOFTWARE (“Processor Libraries”);

provided that such distribution may only be made in object code form in your products which include Analog Devices

processors. The SOFTWARE may not be used with any processors other than Analog Devices processors.

2. YOUR RESTRICTIONS, OBLIGATIONS AND DUTIES

A. Unless otherwise specified herein, (i) use of this SOFTWARE is restricted to the execution of the SOFTWARE on one

personal computer at a time and (ii) you may not have more than one User concurrently access the SOFTWARE. The

limitations on use of the SOFTWARE may be enforced by technological features of the SOFTWARE, such as limiting use

to a specific computer (in the case of “Node Locked” licenses) or computers on the same Internet Protocol domain (in the

case of “Corporate” licenses). The number of Users shall not exceed the number of Users provided for in the specific

software license selected at the time of ordering the SOFTWARE. If you purchased an “Unlimited Corporate” license, there

is no limitation on the number of Users and you may allow concurrent access to the SOFTWARE. As used in this Section

2(A) “User” means the specific individual employee(s) (and Consultants to the extent permitted under Section 6(K) below)

that you authorize to use the SOFTWARE. In connection with any “Node Locked” license or any other license other than

a “Corporate” license, you may redesignate the Users (i.e., transfer the User designation from a first employee or Consultant

to a second employee or Consultant) only in the event that (i) the first employee is no longer your employee or (ii) the first

Consultant ceases providing any services for you. In connection with a “Corporate” license, you may redesignate the Users

regardless of whether (i) the first employee is no longer your employee or (ii) the first Consultant ceases providing any

services for you.

B. You may make up to two (2) copies to be used only for backup or archival purposes. All copyright and other proprietary

rights notices and legends shall be reproduced on the backup copies.

C. Use of the SOFTWARE may require use of a software license key, which is a serial number issued to you by or on

behalf of Analog Devices to activate and use the SOFTWARE. The SOFTWARE may initially function for a limited amount

of time after installation without use of a software license key, but after that limited period it may no longer function without

activation of the SOFTWARE with a software license key. If you receive an evaluation software license key you agree that

(1) the SOFTWARE has an expiration date (set by Analog Devices in its absolute discretion) and that Analog Devices is

not obligated to permit further use of the SOFTWARE and (2) on or after the expiration date you may not be able to continue

to access and/or use any data and/or files associated with your use of the SOFTWARE. Software license keys are the

property of Analog Devices and constitute Confidential Information of Analog Devices pursuant to Section 6(G) below, and

you agree to maintain the software license keys in strict confidence.

D. You may not sublicense, rent, lease, permit time-sharing, disclose or otherwise make available or transfer any portion

of the SOFTWARE to any other party for any reason except as expressly authorized with respect to the distribution of

Processor Libraries pursuant to Section 1(A) above. Upon discontinuation of use of the SOFTWARE or termination of this

license, you agree to destroy all copies, including partial copies, of the SOFTWARE.


E. Except as may be necessary for integration of the Processor Libraries into your products which include Analog Devices

processors (for which such Processor Libraries were designed to be used), you shall not disassemble, decompile, reverse

engineer, copy, modify, alter, or create derivative works of the SOFTWARE (except and only to the extent that such activity

is expressly permitted by applicable law notwithstanding this limitation).

F. The SOFTWARE may not be used, combined, merged and/or distributed with other software in any manner that would

cause the SOFTWARE to become subject to terms and conditions which differ from those of this Agreement. Without

limitation, you shall not use, combine and/or distribute the SOFTWARE in any manner that would cause the 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 (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, the Mozilla Public License

and the Microsoft Reciprocal License. The restrictions of this section apply regardless of whether the 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 you that purports to apply any Excluded License to any portion of the

SOFTWARE shall be null and void with regard to the SOFTWARE. Under no circumstances will Licensee offer, provide,

distribute, or license any SOFTWARE under any form of Excluded License.

G. You acknowledge that use or distribution of the SOFTWARE may require you to obtain licenses to intellectual property

or other consents from one or more third parties. You are responsible for obtaining any and all such required licenses or

consents regarding the SOFTWARE. Without limitation, you are responsible for obtaining, maintaining and complying with

third party licenses and consents in connection with any Industry Standard hereafter defined below (including related

intellectual property rights) applicable to 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). You shall defend, indemnify and hold Analog Devices and its affiliates and their respective licensors and

suppliers, and each of their respective officers, directors, employees, representatives and agents (each an “Indemnified

Party”) harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses

(including reasonable attorneys’ fees, costs and expenses) in the event that any claim is brought against an Indemnified

Party arising or alleged to arise from (i) the use, distribution or other exploitation of the SOFTWARE or Third Party Software

(as defined below) or (ii) your failure to obtain any required license or consent with respect to the SOFTWARE or Third

Party Software.

H. If Analog Devices elects to make any update, upgrade or new version of the SOFTWARE (“Updates”) available to

you, such Updates shall be deemed to be SOFTWARE under this Agreement. If requested by Analog Devices, you shall

only use the latest version of the SOFTWARE (including Updates). Analog Devices shall have no obligation to provide

support or Updates of any kind.

I. You agree to pay Analog Devices all applicable fees arising in connection with this Agreement. All fees are due within

thirty (30) days of the invoice date. 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. You shall reimburse Analog Devices for all

costs of collection. You 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 SOFTWARE, but excluding taxes based on Analog Devices’ net income.


J. To the extent there are any specifications and/or user manuals for the SOFTWARE, as an additional restriction

under this Agreement (and in no way expanding any rights under this Agreement), the SOFTWARE may not be used in

any manner that is inconsistent with such specifications and/or user manuals.

K. Licensee is responsible for the performance of any and all required tests or analysis necessary or appropriate for

the determination of the suitability of the SOFTWARE.

L. SOFTWARE is copyrighted material owned or distributed under authority of Analog Devices and is protected by

United States copyright law. Other copyright notice information may be set forth in (i) the SOFTWARE (and/or its

documentation), (ii) the applicable SOFTWARE header or footer text, (iii) a text file located in the directory of the

SOFTWARE, (iv) in connection with any Update of SOFTWARE or its documentation, and/or (vi) such other location

customarily used. In no event shall Licensee remove any copyright or other intellectual property notice or other legend

contained on or in copies of SOFTWARE or displayed by the SOFTWARE.

3. TERM AND TERMINATION

A. This Agreement is effective upon receipt of the SOFTWARE and shall continue for three (3) years, unless earlier

terminated. 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.

B. Analog Devices may terminate this Agreement immediately in the event any assignment is made by you 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 your

property, or if you file a voluntary petition under federal bankruptcy laws or similar state statutes or such a petition is filed

against you and is not dismissed within sixty (60) days. 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

SOFTWARE and the Repository (as defined in Section 4 below) and permanently delete all copies of the SOFTWARE and

all of its component parts, including any backup or archival copies. The provisions of Sections 2(F), 2(G), 2(I), 3, 4(B)(c),

4(B)(e), 4(D)(d), 4(F) and 5-7, and such other terms which by their nature are intended to survive termination or expiration

of the Agreement, shall survive any termination or expiration of this Agreement.

C. Analog Devices may terminate license grants to the SOFTWARE in-whole or in-part at any time with sixty (60) days

written notice. In connection with termination by Analog Devices pursuant to this Section 3(C), Analog Devices shall refund

a portion of the amounts paid pursuant to Section 2(I) of this Agreement (if any) for the affected portion of the SOFTWARE

in an amount reflecting the value of the affected portion of the SOFTWARE as determined by Analog Devices in its sole

discretion. The value of the SOFTWARE shall be depreciated on a three year straight-line basis.

4. SOFTWARE ADD-INS

A. Access to Repository. Analog Devices may allow you to access and use a software and documentation repository (the

“Repository”) for add-ins to the SOFTWARE (“Add-Ins”). You shall only access and use the Repository through the

SOFTWARE, during the term of this Agreement and in accordance with the terms and conditions of this Agreement. Access

and use of the Repository is limited to those features and functions Analog Devices makes available to you. You shall not

use the Repository in any manner not expressly authorized by Analog Devices. You acknowledge and agree that Analog

Devices may cease allowing access or use of the Repository at any time for any or no reason.

B. Uploading Licensee Add-Ins. Analog Devices may allow you to upload your Add-Ins (“Licensee Add-Ins”) to the

Repository. Any such uploading is subject to the following terms and conditions:

(a) Analog Devices may require that you use an upload key to enable you to upload Licensee Add-Ins to the Repository.

Upload keys are the property of Analog Devices and constitute Confidential Information of Analog Devices pursuant

to Section 6(G) below, and you agree that you will maintain the upload keys in strict confidence.

(b) It is your responsibility to ensure that the Licensee Add-Ins you upload comply with all applicable requirements,

including those set forth in publishing guidelines that Analog Devices makes available to you from time to time, which

may include but is not limited to posting on any Analog Devices webpages directed to the SOFTWARE and/or Add-


Ins (“Publishing Guidelines”). You shall (a) remove from the Repository any Licensee Add-Ins that become obsolete

or otherwise are no longer current, (b) promptly resolve any errors in the Licensee Add-Ins including without limitation

any compatibility issues with the SOFTWARE and (c) immediately remove from the Repository any Licensee Add-Ins

that no longer comply with the requirements of this Agreement.

(c) You represent, warrant and covenant that (a) you have the right to upload and distribute the Licensee Add-Ins

through the Repository, (b) the Licensee Add-Ins do not and will not infringe or misappropriate the intellectual property

or other rights of any third party or Analog Devices, (c) the Licensee Add-Ins do not include any virus, worm or other

malicious code, (d) the Licensee Add-Ins are compatible with the SOFTWARE and will not impair or interfere with its

operation, (e) the Licensee Add-Ins do not include any encryption technology or other restricted technology, (f) the

Licensee Add-Ins and their uploading, downloading, distribution, use or other exploitation complies with all applicable

laws and regulations, (g) you will not upload anything to the Repository that is illegal, misleading, defamatory, indecent

or obscene, invasive of personal privacy or otherwise objectionable and (h) you shall not upload any personally

identifiable information or other personal information to the Repository.

(d) You acknowledge and agree that Analog Devices may remove any Licensee Add-In at any time for any or no

reason.

(e) You hereby grant to Analog Devices and its affiliates a non-exclusive, irrevocable, perpetual, fully paid, royalty

free, transferable, sub-licensable, worldwide right and license to use, reproduce, copy, display and distribute, in whole

or in part, Licensee Add-Ins for use with the SOFTWARE. For the avoidance of doubt, the SOFTWARE generates

output that may be incorporated into third party products (e.g., products developed by users of the SOFTWARE), and

such output may incorporate Licensee Add-Ins.

C. Downloading and Using Downloadable Add-Ins. Analog Devices may also allow you to download Add-Ins from the

Repository (“Downloadable Add-Ins”). Downloadable Add-Ins may be from Analog Devices or from third parties, and may

only be useful for evaluation and not for commercial purposes. You acknowledge and agree that Downloadable Add-Ins

are downloaded and used solely at your own risk, are provided “as is” without any representations, warranties or liability of

any kind. Analog Devices (including its affiliates) shall have no liability or responsibility for the operation or performance of

any Downloadable Add-Ins and shall not be liable for any damages, costs, or expenses, direct or indirect, arising out of the

performance or failure to perform of any Downloadable Add-Ins. Analog Devices makes no assurances as to the quality

or appropriateness of any Downloadable Add-In. If you have questions or concerns regarding any Downloadable Add-In

you should contact the publisher of the Downloadable Add-In directly. If the Downloadable Add-In is only for evaluation

purposes you can contact the publisher to inquire about receiving Downloadable Add-Ins under commercial terms. You

acknowledge and agree that Analog Devices and its affiliates have no responsibility whatsoever with respect to any such

transaction.

D. Add-In Licensing Terms and Conditions.

(a) Downloadable Add-Ins published by Analog Devices (or its affiliates) (“AD Add-Ins”) are deemed to be included in

the definition of SOFTWARE hereunder, and are subject to the terms and conditions herein applicable thereto. In

addition, if a license agreement is associated with an AD Add-In, that license agreement shall apply as well, and to the

extent of any conflict between the terms of such AD Add-In license agreement and this Agreement, the AD Add-In

license agreement shall control.

(b) Downloadable Add-Ins that are not AD Add-Ins are subject to separate software license agreements that are

associated with the applicable Downloadable Add-In (“Add-In SLAs”). You agree to review and comply with all

applicable Add-In SLAs prior to any downloading, use or distribution of the applicable Downloadable Add-In.

(c) You agree to associate an appropriate license agreement with each Licensee Add-In you upload to the Repository.

Such license agreement shall make no representations, warranties or guarantees with respect to the SOFTWARE, its

operation or otherwise.

(d) You acknowledge and agree that:

(i) When you enter into an Add-In SLA in connection with downloading or using the applicable Downloadable Add-


In (that are not AD Add-Ins) you are entering into the Add-In SLA with the publisher of the Downloadable Add-In

and not with Analog Devices or any of its affiliates.

(ii) The publisher of each Downloadable Add-In is solely responsible for such Add-In. Analog Devices makes no

warranty with respect to the Downloadable Add-In, has no liability whatsoever with respect to any Add-In and has

no obligation whatsoever to furnish any maintenance and / or support services for the Add-In.

(iii) Analog Devices is not responsible for addressing any claims related to Downloadable Add-Ins or your

downloading, use or distribution of Downloadable Add-Ins, including but not limited to: (a) product liability claims,

(b) any claims that Downloadable Add-Ins fail to conform to any legal or regulatory requirement and (c) warranty

or similar claims.

(iv) If a third party claims that any Downloadable Add-In or your downloading, use or distribution of any

Downloadable Add-In infringes a third party’s intellectual property rights, Analog Devices is not responsible for the

investigation, defense, settlement and discharge of any such intellectual property infringement claim.

E. Repository Terms and Conditions Related to Third Party Services. Analog Devices may use the services and software

of third parties in connection with uploading, downloading, storing and otherwise facilitating the operation of the Repository

(“Third Party Services”). Third Party Services may include the use of the NuGet feed hosted at MyGet.org as may be

revised and replaced from time to time. You agree to review and comply with all limitations, restrictions and other

obligations with respect to the use of Third Party Services disclosed to you, including without limitation those available at

https://www.myget.org/policies/terms.

F. Indemnification. You shall defend, indemnify and hold each Indemnified Party (as defined in Section 1(G) above)

harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including

reasonable attorneys’ fees, costs and expenses) in the event that any claim is brought against an Indemnified Party arising

or alleged to arise directly or indirectly from (i) the uploading, downloading, use, distribution or other exploitation of any

Licensee Add-Ins, (ii) your downloading, use, distribution or other exploitation of any Downloadable Add-Ins, (iii) your use

of the Repository, (iv) any claim brought by a direct or indirect recipient or user of any Licensee Add-Ins, (v) any agreement

between you and any third party with respect to the downloading, use, distribution or other exploitation of any Add-Ins and

the failure or alleged failure to perform such agreement, and (vi) your failure to comply with any of your obligations under

this Section 4.

5. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY AND REMEDY

A. The SOFTWARE, Third Party Software, the Repository, Publishing Guidelines and Downloadable Add-Ins are

provided to you on an "AS IS" basis. Analog Devices does not provide any warranty or make any representation, either

express or implied, that the SOFTWARE, Third Party Software, the Repository, Publishing Guidelines or Downloadable

Add-Ins meet your needs or expectations, that they will function as anticipated, or that their use will not infringe on the

intellectual property or other proprietary rights of any third party. You assume the full responsibility for the selection, use

and performance of the SOFTWARE, Third Party Software, the Repository, Publishing Guidelines and Downloadable Add-

Ins. ANALOG DEVICES ON BEHALF OF ITSELF AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS,

DISCLAIMS ALL REPRESENTATIONS, GUARANTEES AND WARRANTIES TO YOU OR ANY THIRD PARTY,

WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE, THIRD PARTY

SOFTWARE, THE REPOSITORY, PUBLISHING GUIDELINES OR DOWNLOADABLE ADD-INS AND/OR ANY RELATED

INFORMATION, ADVICE AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY SUPPORT AND/OR

MAINTENANCE SERVICES), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING WITHOUT LIMITATION YOUR

PURPOSE OR SYSTEM INTEGRATION), ACCURACY OF INFORMATIONAL CONTENT, QUIET ENJOYMENT, TITLE

AND NON-INFRINGEMENT, AND SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. YOU AGREE THAT ANY

EFFORTS BY ANALOG DEVICES OR ITS AFFILIATES TO MODIFY OR UPDATE SOFTWARE, THIRD PARTY

SOFTWARE, THE REPOSITORY, PUBLISHING GUIDELINES OR DOWNLOADABLE ADD-INS SHALL NOT BE

DEEMED A WAIVER OF THESE LIMITATIONS. There is no obligation to provide support or updates.

B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU FURTHER AGREE THAT ANALOG

DEVICES AND ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY

THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR

ANALOGOUS DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM

https://www.myget.org/policies/terms


LOSS OF USE, DATA, REVENUE, PROFITS, OR SAVINGS, BUSINESS INTERRUPTION, DOWNTIME, COMPUTER

OR OTHER PROPERTY 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 OR WAS GROSSLY NEGLIGENT. THE FOREGOING

DISCLAIMER OF LIABILITY SHALL APPLY WITHOUT LIMITATION TO DAMAGES ARISING FROM OR RELATED TO

THIS AGREEMENT, THE SOFTWARE, THIRD PARTY SOFTWARE, THE REPOSITORY, PUBLISHING GUIDELINES,

DOWNLOADABLE ADD-INS AND/OR ANY RELATED INFORMATION, ADVICE AND/OR SERVICES (INCLUDING

WITHOUT LIMITATION ANY SUPPORT AND/OR MAINTENANCE SERVICES).

C. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ANALOG

DEVICES IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, THIRD PARTY SOFTWARE, THE

REPOSITORY, PUBLISHING GUIDELINES, DOWNLOADABLE ADD-INS AND/OR ANY RELATED INFORMATION,

ADVICE AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY SUPPORT AND/OR MAINTENANCE

SERVICES) SHALL NOT EXCEED THE GREATER OF (1) ONE HUNDRED U.S. DOLLARS ($100.00 U.S.) OR (2) THE

AMOUNT PAID TO ANALOG DEVICES FOR THE RIGHTS GRANTED HEREUNDER, REGARDLESS OF WHETHER

SUCH LIABILITY ARISES BY CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT

LIABILITY OR ANY OTHER BASIS. AN ESSENTIAL PURPOSE OF THE LIMITATION ON DAMAGES PROVIDED IN

THIS SECTION IS THE ALLOCATION OF RISKS BETWEEN YOU AND ANALOG DEVICES, AND YOU ACKNOWLEDGE

THAT ANALOG DEVICES WOULD NOT HAVE BEEN WILLING TO LICENSE THE SOFTWARE OR PROVIDE ACCESS

TO OR USE OF THE REPOSITORY IN THE ABSENCE OF THE LIMITATIONS SET FORTH IN THIS SECTION.

D. 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 limitations may not apply to you. In such jurisdictions, Analog Devices’ and its

licensor’s liability is limited to the greatest extent permitted by law.

E. THE 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 SOFTWARE COULD LEAD TO DEATH,

PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGES (“HIGH RISK ACTIVITIES”).

SOFTWARE IS NOT DESIGNED OR WARRANTED TO BE SUITABLE FOR USE IN CONNECTION WITH HIGH RISK

ACTIVITIES. USE OF SOFTWARE IN CONNECTION WITH HIGH RISK ACTIVITIES IS UNDERSTOOD TO BE FULLY

AT LICENSEE’S RISK.

F. IN NO EVENT WILL ANALOG DEVICES’ AFFILIATES OR ANY SUPPLIER OF ANALOG DEVICES OR ITS

AFFILIATES HAVE ANY LIABILITY FOR ANY DAMAGES WHATSOEVER.

G. 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 (if any),

represent an agreed allocation of risk between the parties, and are essential elements of the basis of the bargain between

them.

6. GENERAL

A. 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 your purchase order(s) or any other

document provided by you 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 SOFTWARE or the Repository, 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. 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 or invalid,

such provision shall be enforced to the extent possible under applicable law, and the remaining provisions shall remain in


effect. For the avoidance of doubt, all 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 SOFTWARE is delivered

with such products.

B. You shall only use the SOFTWARE, the Repository, Publishing Guidelines and Downloadable Add-Ins in compliance

with all applicable laws and regulations, including without limitation export control laws. You agree that you will not directly

or indirectly export the SOFTWARE or any Downloadable Add-Ins 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. You 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 SOFTWARE and

Downloadable Add-Ins 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 Nationa ls

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. You understand that the foregoing obligations are legal requirements and agree that they

shall survive any expiration or termination of this Agreement.

C. Title to the SOFTWARE, the Repository and Publishing Guidelines and all copies and portions thereof shall remain

in Analog Devices and its affiliates and their respective licensors, and you only purchase the limited license set forth in this

Agreement. 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 SOFTWARE, the Repository and Publishing Guidelines and

modifications of any of the foregoing, including all related copyright and other intellectual property and proprietary rights,

and you shall not take any action inconsistent with such ownership. Any use of the SOFTWARE, the Repository and/or

Publishing Guidelines for any purpose other than as expressly permitted hereunder is outside the scope of this Agreement.

It is agreed that because of the proprietary nature of the SOFTWARE, the Repository and Publishing Guidelines, Analog

Devices’ remedies at law for a breach of this Agreement by you will be inadequate and that Analog Devices shall, 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 Agreement or available at law.

D. This Agreement is personal to you and you may not transfer, sublicense, lease, rent, delegate or assign your rights

or obligations under this Agreement, 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.

E. This Agreement and any dispute related to the SOFTWARE, the Repository, Publishing Guidelines and/or any Add-

Ins, their use or any information, advice or services 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. You hereby submit 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 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.

F. You may from time to time provide modifications, enhancements, improvements, code, suggestions, ideas, comments

or other feedback (“Feedback”) to Analog Devices and/or its affiliates related to the SOFTWARE, the Repository, Publishing


Guidelines and/or Add-Ins. You agree that all Feedback is and shall be given entirely voluntarily. To the extent you provide

such Feedback, you (on behalf of yourself and your affiliates) hereby grant to Analog Devices and its affiliates a non-

exclusive, irrevocable, perpetual, worldwide, royalty-free, transferable license, with the right to sublicense, under your (and

your 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 you, even if the Feedback is designated as confidential.

G. Confidentiality.

(a) SOFTWARE and the Repository 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 and its affiliates and their respective suppliers and licensors. (b) You shall protect the confidentiality of Analog Devices Confidential Information. Without limitation you agree: (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 yours (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 6(G) shall restrict you with respect to information if such information: (i) was rightfully possessed by you before it was received from Analog Devices; (ii) is independently developed by you without reference to Confidential Information; (iii) is subsequently furnished to you 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 yours. (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 you breach the provisions of this Section

6(G), Analog Devices shall, without limiting its other rights or remedies, be entitled to equitable relief, including but not

limited to injunctive relief.

H. Analog Devices shall have the right upon ten (10) days prior written notice to audit your 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, networks, facilities and personnel. You shall maintain complete

and accurate records of your use of the SOFTWARE for a period of at least three years from the applicable use of the

SOFTWARE. If requested by Analog Devices, within ten business days of such request, you shall either (i) certify in writing

that you are fully compliant with this Agreement or (ii) deliver a notice in writing stating all of the reasons why you are not

fully compliant.

I. You shall comply with all laws, legislation, rules, regulations, governmental requirements and industry standards with

respect to SOFTWARE, the Repository, Publishing Guidelines and Add-Ins, and the performance by you of your obligations

hereunder, existing in any applicable jurisdiction. In the event that this Agreement is required to be registered with any

governmental authority, you shall notify Analog Devices in writing and cause such registration to be made and shall bear

any expense or tax payable in respect thereof.

J. Software provided with U.S. Government Restricted Rights. If the SOFTWARE or documentation provided by Analog

Devices or its affiliates or their respective 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

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.


K. You may utilize consultants or third party contractors (“Consultants”) solely for the purpose of assisting you with your

internal use of (1) the SOFTWARE as permitted under Section 1(A) or (2) the Repository as permitted under Section 4. If

you engage any Consultants, you shall:

(a) Obtain prior written approval from Analog Devices prior to any Consultant using the SOFTWARE or the Repository

(as applicable) by emailing [email protected].

(b) Promptly cease using any Consultant at Analog Devices’ reasonable request. You agree that it would be

reasonable for Analog Devices to request that you cease using any Consultant if, among other reasons, Analog

Devices reasonably believes that the Consultant was infringing or misappropriating any Analog Devices intellectual

property rights or if Analog Devices reasonably believes that the Consultant is unlikely to comply (or be able to comply)

with the terms and conditions of this Agreement.

(c) Engage Consultants under a written agreement that obligates the Consultant to the same (or greater) obligations

relative to SOFTWARE and the Repository as you agreed to under this Agreement prior to allowing the Consultant

use or access to the SOFTWARE or the Repository.

(d) Notify Analog Devices in the event of any acts or omissions by the Consultant which if performed or not performed

by you would be a breach of this Agreement.

(e) Specify that Analog Devices is a third party beneficiary of the agreement between you and the Consultant.

You agree that you are liable for any acts or omissions by the Consultant which, if performed or not performed by you,

would be a breach of this Agreement.

L. Notwithstanding anything in this Agreement, You 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.

You may not publish or provide the results of any benchmark or comparison tests run on the SOFTWARE to any third party

without the prior written consent of Analog Devices.

M. If requested by Analog Devices, you shall report to Analog Devices by emailing [email protected] (or to such other

address and frequency as reasonably specified by Analog Devices from time to time) within thirty (30) days of the end of

each calendar quarter (i) the name of each of your products which contains any Processor Libraries or Downloadable Add-

Ins, (ii) the name(s) of the Processor Libraries and/or Downloadable Add-Ins included in such products, (iii) the number of

Analog Devices products included in each of your products, (iv) the quantity of such of your products you distribute and the

number of instances of the Processor Libraries and/or Downloadable Add-Ins executing on each of your products and (v)

such other information as Analog Devices may reasonably requested related to use of the SOFTWARE and Downloadable

Add-Ins.

7. THIRD PARTY SOFTWARE

The 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 SOFTWARE may be set

forth or identified (by URL or otherwise) in (i) Appendix A to this license, (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 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 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.

With respect to Third Party Software subject to the GNU General Public License Version 2 (“GPL2”) distributed in

connection herewith in object code or executable form and not distributed (as defined in GPL2) in source code form in

connection with this Agreement, Analog Devices 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

mailto:[email protected]


source distribution, a complete machine-readable copy of the corresponding source code, to be distributed on a medium

customarily used for software interchange.

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

[email protected] regarding receiving a copy of such source code.

mailto:[email protected]


Appendix A – Third Party Licenses

*************************************************************************************************************************************

Licenses For Third-Party Software Components

This software product incorporates various third-party components. Their respective software licenses are listed below.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Northwoods Go

Northwoods Software Corporation Software License Agreement

IMPORTANT - READ CAREFULLY

BY CLICKING ON THE YES ("ACCEPT") BUTTON TO ACCEPT THIS LICENSE DURING INSTALLATION, OR BY

OPENING THE SEALED PACKAGE(S) CONTAINING THE SOFTWARE, OR BY KEEPING THE

GoDiagram(TM) for .NET Windows Forms Binary Kit, including:

GoDiagram Win, GoLayout Win, GoInstruments Win, GoXml Win, GoSvg Win,

GoDiagram Pocket, GoLayout Pocket, GoInstruments Pocket, GoXml Pocket

("SOFTWARE") FOR MORE THAN 5 DAYS, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF

YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE NO ("DO NOT ACCEPT")

BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, OR RETURN THE SOFTWARE TO THE

PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND AND DESTROY ALL COPIES THAT MAY HAVE

BEEN MADE.

The GoDiagram and GoLayout software and any and all enhancements, modifications, and/or extensions thereto

together with the accompanying documentation, (collectively known as the "Software"), is owned by Northwoods

Software Corporation and is protected by U.S. copyright laws, international treaties, and other applicable laws; the

Software includes, but is not limited to, one or more of the following: source code, object files, DLL files, EXE files, zip

files, sample programs, scripts, HTML files, PDF files, DOC files, help files, text, XML files and installers. Therefore,

Customer must treat the Software as copyrighted, proprietary material, and shall not use or copy the Software except as

provided for in this License Agreement.

In consideration of Customer's payment of each Single Computer License Fee (stated elsewhere), Northwoods grants

Customer a perpetual except as set forth herein, non-exclusive, non-transferable, worldwide license to use the Software

by a single user on a single computer which is under Customer's sole control except as set forth herein and to distribute

binary versions of the Software in the manner and for the purposes set forth in this License Agreement.

Subject to the restrictions contained in this License Agreement, Customer MAY:

a) Make one copy solely for internal development purposes only. Such copy must remain securely under Customer's control and must not be republished or distributed beyond the Customer's span of control.

b) Incorporate the DLL files (“REDISTRIBUTABLES”) into software application products that Customer develops. c) Make and distribute copies of the REDISTRIBUTABLES as incorporated into software application products that

Customer develops provided that the Software, or other Northwoods products, does not constitute a major portion of the value of Customer's product.

d) Use and modify the source code version of those portions of the Software that are identified in the documentation as sample or example code ("SAMPLE CODE"), provided Customer does not distribute the SAMPLE CODE, or any modified version of the SAMPLE CODE, in source code form.

e) Make a reasonable number of copies of the Software or REDISTRIBUTABLES for backup or recovery purposes.

Customer MUST:


a) Comply with and ensure that its Distributors comply with US and other government export control regulations. b) Ensure that its End Users and Distributors agree not to decompile, reverse compile, decrypt or disassemble the

REDISTRIBUTABLES. c) Include the appropriate Government Restricted Rights legend specified below on all copies of its products

incorporating Northwoods technology in accordance with applicable FAR and DFAR regulations. d) Have all its employees and contractors who have access to the Software sign (or confirm they have signed) an

employee, contractor or other agreement that obligates them to protect the Software as confidential. e) Ensure that Distributors of its software products which include permitted parts of the Software distribute same to End

Users subject to a written or shrink wrap license meeting the requirements defined in this Agreement. f) Obtain a written license from its Distributors and End Users, which may be a shrink-wrap or download license, which

incorporates these same requirements (a)-(f). g) Safeguard the Software as it does its own confidential information.

Notwithstanding any provisions in this License Agreement to the contrary, Customer MAY NOT:

a) Distribute in any manner any of the source code, SAMPLE CODE or documentation of the Software except as combined with Customer's own source code pursuant to an escrow agreement as protective of Customer and its licensors as any other Customer escrow agreement and which permits use of the source code solely to service and maintain end users in the event Customer materially fails to provide such services.

b) Use, copy, modify, merge or compile all or any portion of the source code or object code or REDISTRIBUTABLES of the Software except as expressly provided in this License Agreement.

c) Distribute any portion of the Software as a stand-alone product except as incorporated into a Customer application containing substantial additional functionality.

d) Expose the interfaces of the Software through Customer's application, including but not limited to a control or class library, etc.

e) Sublicense, rent or lease the Software. f) Disclose any source code of the Software to any person or entity who is not an employee, or contractor of Customer

subject to a contractual obligation to protect the Software. g) Remove any copyright or other notices of Northwoods.

The source code of the Software is a valuable asset of Northwoods. Customer agrees to keep all source code of the

Software in confidence. Except as expressly provided in this License Agreement, Customer may not transfer or assign

the Software or Customer's rights under this License Agreement without Northwoods' consent (which consent shall not

be unreasonably withheld) except to the transferee of all or substantially all of Customer's assets whether pursuant to a

sale, merger, or otherwise.

Limited Warranty

Northwoods warrants that the Software will operate substantially in accordance with its user documentation, and that the

media on which the Software is furnished will be free from defects in material and workmanship under normal use for a

period of thirty (30) days from the date of delivery of the Software to Customer. Northwoods and its licensor do not

otherwise warrant that the operation or execution of the Software will be uninterrupted or error free, or as to the accuracy

or completeness of user documentation.

Upon written notice from Customer within the thirty (30) day warranty period Northwoods' entire liability, and Customer's

exclusive remedy, shall be: (i) the replacement of the media on which the Software is furnished if the media proves

defective, (ii) repair or replace any defective Software, or (iii) if neither of these remedies is practical in Northwoods' sole

opinion, Northwoods’ authorized dealer from which Customer purchased the product may refund money Customer has

paid as the License Fee under this agreement and Northwoods shall cancel this License Agreement and the licenses

granted herein. In the last event, Customer agrees to return all copies of the Software and certify in writing they have

been removed from all Customer systems or destroyed.

This warranty is void if the media defect has resulted from accident, abuse, or misapplication. Any replacement of media

will be warranted for the remainder of the original warranty period. This warranty does not apply to failure of the Software

to operate in accordance with the user documentation which results from (i) improper use of the Software not

substantially in accordance with the related documentation, (ii) other conditions external to the Software that occur


following the delivery of the Software by Northwoods, and (iii) any modifications to the Software not made by Northwoods

or its agents.

In connection with any warranty claim, Customer will use its best efforts to provide Northwoods with sufficient information

to allow reproduction of any reported bugs.

THE ABOVE WARRANTIES ARE CUSTOMER'S EXCLUSIVE WARRANTIES AND NO OTHER WARRANTIES SHALL

APPLY. NORTHWOODS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT

LIMITATION, ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. . NORTHWOODS' WARRANTY DOES

NOT APPLY TO CONDITIONS RESULTING FROM IMPROPER USE, EXTERNAL CAUSES, OR MODIFICATIONS TO

DELIVERABLES NOT MADE BY NORTHWOODS OR ITS AGENTS.

LIMITATION OF LIABILITY

NORTHWOODS' LIABILITY FOR ANY CAUSE WHATSOEVER UNDER THIS LICENSE AGREEMENT, SHALL BE

LIMITED TO THE LICENSE FEE PAID TO NORTHWOODS. IN NO EVENT WILL NORTHWOODS BE LIABLE,

WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL,

LOSS OF DATA OR USE, LOST PROFITS, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR

BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR

PERTAINING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT. Some jurisdictions do not allow exclusion

or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

U.S. Government Restricted Rights

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the

Government is subject to restrictions as set forth in subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer

Software clause at DFARS 252.227-7013 or subparagraphs (C)(1) and (2) of the Commercial Computer Software -

Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor / manufacturer is Northwoods Software Corporation,

142 Main St., Nashua, NH 03060.

Termination For Cause

Northwoods may terminate this Agreement for cause if Customer has not remedied the following defaults within thirty (30)

days of its receipt of a written Notice to Cure from Northwoods, which Notice must specify the nature of the default in

question. The defaults are:

(a) Customer fails to meet any of its material obligations under this Agreement, including payment of any fees or royalties; or

(b) Customer becomes insolvent or makes a general assignment for the benefit of creditors, or a receiver or similar officer is appointed to take charge of all or part of Customer's assets and such matter is not resolved within 120 days thereof.

If Northwoods terminates this Agreement for cause Customer shall deliver the Software and all copies thereof to

Northwoods within thirty (30) days of the effective termination date; provided however, that (I) Customer shall have the

right to distribute any products incorporating the Software in inventory as of the date of termination, (II) Customer's

license shall survive to the extent necessary to support existing end users and (III) that all then existing end user licenses

shall survive.

General Terms

Each party to this Agreement shall be and remain an independent contractor, nothing herein shall be deemed to

constitute the parties as partners; and neither party shall have any authority to act, or attempt to act, or represent itself,

directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create,

any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other.


All rights and remedies, whether conferred by this Agreement or by any other instrument or by law shall be cumulative,

and may be exercised singularly or concurrently. If any provision of this Agreement is held invalid by any law, rule, order

or regulation of any government or by the final determination of any court of competent jurisdiction, such invalidity shall

not affect the enforceability of any other provisions not held invalid.

In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be invalid, illegal, or

unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be

affected or impaired but shall remain in full force and effect, unless such provision may be reduced in scope by the court

to the extent it deems necessary to render the provision reasonable and enforceable, and the parties shall negotiate in

good faith to achieve a new legally enforceable provision(s) which most closely approximates the original intent of the

provision(s) declared unenforceable or illegal.

This Agreement constitutes the entire agreement between the parties on the subject matter of this Agreement and

supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of

this Agreement. It may not be modified except by a writing signed by authorized representatives of both parties. If either

party fails to enforce any term, failure to enforce on that occasion shall not prevent enforcement on any other occasion.

This License Agreement is governed by the laws of the state of New Hampshire, excluding its conflict of laws provisions.

Northwoods Software Corporation

142 Main St. Nashua, NH 03060 USA

Internet: <http://www.nwoods.com>

E-mail: [email protected]

Copyright © 1999-2004 Northwoods Software Corporation. All rights reserved.

December 2004

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

BigInteger.cs This component uses the ICU License (SPDX-License-Id: ICU), reproduced below.

Retrieved from source file BigInteger.cs on 2018-01-19.

BigInteger Class Version 1.03 Copyright (c) 2002 Chew Keong TAN All rights reserved. Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, provided that the above copyright notice(s) and this permission notice appear in all copies of the Software and that both the above copyright notice(s) and this permission notice appear in supporting documentation. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR HOLDERS INCLUDED IN THIS NOTICE BE LIABLE FOR ANY CLAIM, OR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING


FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE. Disclaimer ---------- Although reasonable care has been taken to ensure the correctness of this implementation, this code should never be used in any application without proper verification and testing. I disclaim all liability and responsibility to any person or entity with respect to any loss or damage caused, or alleged to be caused, directly or indirectly, by the use of this BigInteger class.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Aardvark I2C/SPI Software and Firmware Aardvark I2C/SPI Software and Firmware

Copyright (c) 2003-2009 Total Phase, Inc.

All rights reserved.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ANTLR This component uses the BSD license (SPDX-License-Id: BSD-3-Clause), reproduced below.

[The "BSD license"] Copyright (c) 2010 Terence Parr All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: 1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. 2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 3. The name of the author may not be used to endorse or promote products derived from this software without specific prior written permission. THIS SOFTWARE IS PROVIDED BY THE AUTHOR ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. +++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

TreeViewAdv This component uses the BSD License (SPDX-License-Id: BSD-2-Clause), reproduced below.


The BSD License

Copyright (c) 2009, Andrey Gliznetsov ([email protected])

All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following

conditions are met

- Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

- Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following

disclaimer in the documentation and or other materials provided with the distribution.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS AS IS AND ANY EXPRESS

OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE

COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF

SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)

HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR

TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS

SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Infragistics This product uses components from Infragistics, which in turn use the following third-party components.

Grammatica This component uses the BSD license (SPDX-License-Id: BSD-3-Clause), reproduced below.

Retrieved on 15th March 2018 from https://github.com/cederberg/grammatica/blob/master/LICENSE.md

Copyright (c) 2003-2016 Per Cederberg. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

3. Names of persons or organizations contributing to this software may NOT be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

https://github.com/cederberg/grammatica/blob/master/LICENSE.md


SgmlParser This component uses the Microsoft Public License (SPDX-License-Id: PS-PL), reproduced below.

Retrieved on 15th March 2018 from

https://web.archive.org/web/20101222172444/http://code.msdn.microsoft.com:80/SgmlReader/Project/License.aspx

MICROSOFT PUBLIC LICENSE (Ms-PL)

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not

accept the license, do not use the software.

1. Definitions

The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same meaning here as under U.S.

copyright law.

A "contribution" is the original software, or any additions or changes to the software.

A "contributor" is any person that distributes its contribution under this license.

"Licensed patents" are a contributor's patent claims that read directly on its contribution.

2. Grant of Rights

(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each

contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare

derivative works of its contribution, and distribute its contribution or any derivative works that you create.

(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each

contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made,

use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the

contribution in the software.

3. Conditions and Limitations

(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.

(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your

patent license from such contributor to the software ends automatically.

(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices

that are present in the software.

(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a

complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code

form, you may only do so under a license that complies with this license.

(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees

or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the

extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a

particular purpose and non-infringement.

https://web.archive.org/web/20101222172444/http:/code.msdn.microsoft.com:80/SgmlReader/Project/License.aspx


OffCrypto Retrieved on 15th March 2018 from https://codeplexarchive.blob.core.windows.net/archive/projects/offcrypto/offcrypto.zip

This component use the Microsoft Permissive License (SPDX-License-Id: MS-PL) which is reproduced earlier in this

document.

Mono.Cecil Mono.Cecil uses the MIT license (SPDX-License-Id: MIT).

Retrieved on 15th March 2018 from https://github.com/jbevain/cecil/wiki/License

Copyright (c) 2008 - 2011, Jb Evain

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated

documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to

use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to

whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the

Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING

BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY

CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,

ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE

SOFTWARE.

H00t Full Text Search Engine This component uses the Code Project Open License (SPDX-License-ID: CPOL-1.02), reproduced below.

The Code Project Open License (CPOL) 1.02

Preamble

This License governs Your use of the Work. This License is intended to allow developers to use the Source Code and

Executable Files provided as part of the Work in any application in any form.

The main points subject to the terms of the License are:

Source Code and Executable Files can be used in commercial applications;

Source Code and Executable Files can be redistributed; and

Source Code can be modified to create derivative works.

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+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Code Project Examples Several components from www.codeproject.com are used. These components are distributed under the Code Project

Open License (SPDX-License-Id: CPOL-1.02), which is reproduced earlier in this document.

The following components were obtained from the Code Project article

https://www.codeproject.com/articles/265347/library-for-scripting-sql-server-database-objects

BinaryFile.cs

CharData.cs

Engine.cs

Structures.cs

MruStripMenu.cs

The following components were obtained from the Code Project article

https://www.codeproject.com/Articles/24385/Have-a-Great-DesignTime-Experience-with-a-Powerful

DesignerSerializationServiceImpl.cs

TabOrderHooker.cs

http://www.codeproject.com/

https://www.codeproject.com/Articles/24385/Have-a-Great-DesignTime-Experience-with-a-Powerful


DesignerOptionServiceExt.cs

NameCreationServiceImpl.cs

UndoEngineExt.cs

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

NuGet.core NuGet.core is distributed under the Apache 2.0 license (SPDX-License-Id: Apache-2.0), which is reproduced below.

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+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

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+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

TextFile.cs This component was obtained from http://caditor.sourceforge.net/ and is released under the Caglow Open License 1.1,

which is reproduced below.

Caglow Open License

Version 1.1

This Caglow Open License (the "COL") applies to any original work of authorship (the "Object") whose owner (the "Creator") has placed the following licensing notice adjacent to the copyright notice for the object in question:

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Licensed under the COL, the end-user is granted with a list of rights which shall not be denied by anyone not of proper authority. These rights shall last for the duration of the current copyright for the object.

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II. Rights to the Source. The Creator shall provide the end-user with a modifiable version of the object. This shall be provided free of charge and in convenience to the end-user. The end-user shall then, be granted with rights to modification provided compliance with this license.

III. Exclusions of Rights. No names, graphics, text, etc. shall be used to promote any external objects without explicit permission by the creator. In addition, unless as otherwise stated by the Creator, this license does not provide the end-user with rights to the trademarks used in the object in question. Nothing in this license permits the end-user to make, offer to sell, use or sell patents, copyrights or any other related intellectual properties.

IV. Redistribution. Redistribution rights shall be granted to the end-user to freely redistribute the copyrighted object both

http://caditor.sourceforge.net/


commercially and for free provided full compliance with this license. All redistributed copies of the object must include this license and any and all attribution shall remain intact (see below).

V. Attribution Rights. All attribution shall remain intact for the duration of the copyrighted object. This includes, but is not limited to, copyright labels, trademarks and logos. The list may be added to freely by the creator. Removal of ANY of these will result in instant termination of license and redistribution rights.

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VII. Liabilities of Actions. The Creator shall take no liability in the actions of the end-user in question. All end-users shall agree to the fact that they are in charge of his/her own actions and may be directed with consequences associated with his/her doings. Such doings include, but is not limited to, anything not in compliance with either this license or US/International law.

IX. Termination. Any violation of this license shall result in instant termination of this license at which point, all rights to the object associated with this license are revoked. This includes, but is not limited to, rights to use, modify and redistribute. The end-user is also granted with the power to voluntarily terminate this license. (see above)

XII. Miscellaneous. Users have the option of using any later version of this license, if available at this time unless stated otherwise by the Creator.

XIII. This License. This license is copyrighted 2008 to Caglow. It may be freely redistributed but may not be modified until being renamed. This license may not be used to promote any service or product independent of Caglow without prior arrangements.

Copyright © 2008 Caglow. All Rights Reserved.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

ZSharpGameEditor Components The following components were obtained from

https://github.com/petya2164/ZsharpGameEditor

ToolBox.cs

ToolboxUIManagerVS.cs

ToolboxItemCollection.cs

They are released under the MIT license, which is reproduced below.

Z# Game Editor license

Copyright (c) 2012 The Z# Game Editor.






Software.






SOFTWARE.

https://github.com/petya2164/ZsharpGameEditor


+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

MathNet.Numerics This component was obtained from https://numerics.mathdotnet.com/ and is released under the MIT license (SPDX-

License-Identifier: MIT) which is reproduced below.

Math.NET Numerics License (MIT/X11)

Copyright (c) 2002-2018 Math.NET






Software.






SOFTWARE.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

https://numerics.mathdotnet.com/

Documents

SOFTWARE LICENSE AGREEMENT - Analog Devices€¦ · software license selected at the time of ordering the SOFTWARE. If you purchased an “Unlimited Corporate” license, there is