Firmware Software License Agreement

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

    1. License Grant: Subject to terms of this Agreement, Analog
Devices grants to Licensee a non-exclusive license, without charge, to
copy, use and distribute Licensed Software in object code form, and to
incorporate Licensed Software in object code form into Licensee
products.

    2. Excluded Licenses: Any license, agreement or other document
issued, entered into or granted by Licensee that purports to apply any
Excluded License to any portion of Licensed Software shall be null and
void with regard to Licensed Software. An “Excluded License” means any
license, including licenses for “open source” code (as defined by the
Free Software Foundation), that requires as a condition of use,
modification, and/or distribution of software subject to the Excluded
License, that such software or other software combined and/or
distributed with such software be (i) disclosed or distributed in
source code form; (ii) licensed for the purpose of making derivative
works; or (iii) redistributable at no charge. The restrictions of this
section apply regardless of whether the Licensed Software is intended
or designed to run in an environment that includes software under an
Excluded License.

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

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

    5. Publicity: Notwithstanding anything in this Agreement, Licensee
may not use any trademark or trade name of Analog Devices or make any
public announcement regarding the existence of this Agreement without
Analog Devices’ prior written consent.

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

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

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

    9. Licensee Requirements: Use or distribution of the Licensed
Software may or may not infringe patent rights of one or more patent
holders. This license does not alleviate Licensee’s obligation to
obtain separate licenses from patent holders. Licensee shall defend,
indemnify and hold Analog Devices, its licensors, and their respective
officers, directors, employees and agents (each an “Indemnified Party”)
harmless from and against any damages, fines, penalties, assessments,
liabilities, costs and expenses (including reasonable attorneys’ fees
and court costs) in the event that any claim is brought against an
Indemnified Party (i) arising or alleged to arise from Licensee’s use
or distribution of Licensed Software or Third Party Software, or (ii)
on account of Licensee’s failure to obtain any required license or
consent to use or distribute Licensed Software or Third Party Software.
Licensee shall bear any and all expenses and pay any and all taxes that
may be payable in relation to this Agreement.

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

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

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

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

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

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

    14. Export: Licensee shall defend, indemnify and hold harmless
Analog Devices from and against any damages, fines, penalties,
assessments, liabilities, costs and expenses (including reasonable
attorneys’ fees and court costs) arising out of any failure by Licensee
to comply with any applicable export control laws or regulations.

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

    16. Assignment: Analog Devices may assign, transfer, or sublicense
this Agreement or any rights or obligations hereunder at any time in
its sole discretion.

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

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

