IMPORTANT!!!! READ THIS LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY. IT SETS FORTH THE TERMS AND CONDITIONS ON WHICH ANALOG DEVICES, INC. (“ANALOG DEVICES”) IS WILLING TO LICENSE THE SIGMA STUDIO SOFTWARE (THE “SOFTWARE”) TO ITS CUSTOMER (“YOU”, EITHER AN INDIVIDUAL ACTING ON THEIR OWN BEHALF OR AN ENTITY ACTING THROUGH AN INDIVIDUAL). ANALOG DEVICES RECOMMENDS THAT YOU PRINT OUT THIS LICENSE AND RETAIN A COPY IN YOUR FILES.
Subject to the terms of this Agreement, Analog Devices grants you the non-exclusive right to install and use a single object code copy of the Software on a single personal computer and to use the accompanying software documentation (“Documentation”) in connection with your use of the Software solely for the Permitted Purpose described in Section 2 of this Agreement.
The Software may only be used to program products purchased from Analog Devices (“ADI Products”) for incorporation by you into audio products that are intended for resale to audio product end users (the “Permitted Purpose”). Code generated by use of the Software may be loaded onto the ADI Products as incorporated into your audio products but may not be distributed in any other form.
You may use the Software only on the computer on which you originally install it, and you may not transfer it to other hardware, share it or run it concurrently on more than one computer, port it to other platforms or translate it into another computer language. You may NOT: (i) make any copies of all or any part of the Software or otherwise reproduce the Software except for archival copies as permitted by the United States Copyright Act; (ii) copy or modify all or any part of the Documentation or distribute it to third parties; (iii) rent, lease or sub-license the Software or use the Software in connection with a service-bureau, time sharing or fee-for-service arrangement with third parties; (iv) decompile, disassemble, reverse engineer or otherwise discover the source code for the Software, or attempt to disable or defeat any locking mechanism within the Software; (v) modify the Software; (vi) use any module of the Software independently of the Software as provided by Analog Devices; (vii) other than as specifically required to use the Software for the Permitted Purpose, incorporate the Software in whole or in part in any other product or create derivative works based on all or any part of the Software; (viii) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software; or (ix) export the Software or use the Software in any country other than that in which it was obtained. You acknowledge that the Software is subject to United States export laws and regulations and you shall comply with all such laws and regulations in your use of the Software.
At your request and upon submission to Analog Devices of proof that you have entered into an agreement with a third party that entitles you to incorporate certain of that third partys proprietary algorithms or other intellectual property into your audio products, you may apply to receive certain plug-ins from Analog Devices that include certain of that third partys algorithms or other intellectual property (“Plug-Ins”) . Upon verification to Analog Devicess satisfaction that you are entitled to receive a particular Plug-In (which may include confirming your right to obtain the algorithm from the third party that owns it), Analog Devices will send you executable software that, when loaded onto your computer, will identify the computer on which the executable software is running (the “Identification Program”). You will then be required to send Analog Devices the file generated by the Identification Program and Analog Devices will use that file to generate a license key that will unlock the algorithm for use only on the computer identified by the Identification Program. Analog Devices will then send you the applicable Plug-In, the license key and the license file, which Plug-In, key and file will be governed by this Agreement, including the restrictions set forth in Sections 2 and 3 hereof. NOTE: You may not use the Plug-In for any purpose other than the Permitted Purpose. You may not use the Plug-In except in conjunction with your use of the integrated Software as provided by Analog Devices. You may not transfer the Plug-In or any product or derivative of the Plug-In to any other third party except as incorporated by you into audio products that are intended for resale to audio product end users. Upon termination of the agreement with the third party that entitles you to use a Plug-In, you agree to cease all use of such Plug-In and return it to Analog Devices or destroy it and certify such return or destruction in writing to Analog Devices.
Analog Devices and its licensors own and retain all right, title and interest, including without limitation all copyright, trademark, trade secret, patent and other proprietary rights, in and to the Software, the Documentation and the Plug-Ins (the “Proprietary Materials”). Except as specifically authorized by this Agreement, you shall not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party. You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to Analog Devices and its licensors for which monetary compensation alone would be inadequate, and Analog Devices and/or such licensors are entitled to injunctive relief prohibiting any such dissemination without the necessity of posting bond, in addition to any other remedies available at law or in equity. This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are provided in this Agreement.
The license granted by this Agreement will continue indefinitely for as long as you purchase ADI Products for incorporation into your audio products unless earlier terminated as provided herein. With respect to Plug-Ins, the license will terminate upon the first to occur of (a) notice from the relevant third party that you are no longer entitled you to incorporate that third partys proprietary algorithms or other intellectual property into your audio products or (b) termination of the agreement with the third party that entitles you to incorporate that third partys proprietary algorithms or other intellectual property into your audio products. This Agreement will terminate automatically if you fail to comply with any term or condition of this Agreement. Upon the termination of this Agreement, you will promptly return to Analog Devices or destroy all copies of the Proprietary Materials and certify such return or destruction in writing to Analog Devices. You may also terminate this Agreement voluntarily by destroying the Proprietary Materials or returning them to Analog Devices. Sections 3-5 and 7-18 shall survive any termination of this Agreement.
You are responsible for the supervision, management and control of the use of the Software, including but not limited to: (i) complying with all laws in your use of the Software; (ii) selection of the Software to achieve your intended results; and (iii) establishing adequate test and backup procedures to verify accurate data and to prevent the loss of data in the event of a malfunction of the Software (iv) establishing adequate test and backup procedures to verify accurate data and to prevent the loss of data in the event of a version upgrade of the Software. You understand that the Software is a tool that can be used to create algorithms, processes and products that may infringe third party intellectual property rights. You assume full responsibility for the results of your use of the Software and agree to indemnify and hold harmless Analog Devices and its licensors from and against any claims that algorithms, processes or products created by you using the Software infringe any third party intellectual property rights or other rights.
You understand and agree that the Software, Documentation and Plug-Ins (if any) are provided free of charge to assist you in your development of audio products that incorporate the Sigma DSP products and, as such, are provided “AS IS” and without warranty, express or implied, of any kind. WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AND PLUG-INS, ANALOG DEVICES AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANALOG DEVICES AND ITS LICENSORS EXCLUDE ALL LIABILITY FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR ANALOGOUS DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA OR LOSS OF PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, THE DOCUMENTATION AND THE PLUG-INS, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, AND WHETHER ANALOG DEVICES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In the event that the complete exclusion of damages set forth in Section 9 is unenforceable, the aggregate liability of Analog Devices and its licensors in connection with this Agreement and/or the use of the Software, Documentation and Plug-Ins shall not exceed $1,000, whether such liability arises by contract, tort (including negligence) or strict liability. 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 and its licensors would not have been willing to license the Software and Plug-Ins to you in the absence of the limitation set forth in this Section 10 and the exclusions set forth in Section 9 above.
Products sold by Analog Devices are not designed for use in life support and/or safety equipment where malfunction of the product can reasonably be expected to result in personal injury or death. You use and sell such products for use in life support and/or safety applications at your own risk and you agree to defend, indemnify and hold harmless Analog Devices and its licensors from any and all damages, claims, suits or expense resulting from such use or sale.
The Software, Documentation and Plug-Ins were developed solely at private expense and contain proprietary data belonging to Analog Devices and its licensors. They constitute “commercial components,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2000), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government entities acquire this product only with those rights set forth in the license agreement accompanying this product.
Analog Devices shall not be liable for any failure to perform hereunder to the extent that such failure arises by factors outside Analog Devicess reasonable control, including but not limited to Acts of God, war, terrorism, natural disaster or third party communications failure.
You may not sell, license, assign, or otherwise transfer the Software, the Documentation or any Plug-Ins without the written permission of Analog Devices, which may be withheld in Analog Devicess sole discretion. Any such sale, license, sublicense, assignment, rental or transfer in breach of this provision shall be void.
No alteration, amendment, waiver, cancellation or other change to this Agreement shall be valid or binding unless agreed in writing by both parties. No waiver by any party of a breach of any covenant or condition of this Agreement by any other party shall be construed to be a waiver of any succeeding breach of the same or any other covenant or condition. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.
The terms of this Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. Without limiting the generality of the foregoing, this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods even if such Convention would otherwise be applicable in some respect to this license of software.
Analog Devices may audit you and inspect your computer during regular business hours at your premises to verify your compliance with all terms and conditions of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT BETWEEN YOU AND ANALOG DEVICES WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ANALOG DEVICES RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.