Analog Devices, Inc., a Massachusetts corporation with its principal office in Wilmington, Massachusetts (“ADI”), is making its cloud hosted platform and services provided through it (collectively referred to as the “Services”) available to you under these Terms of Use (the “Terms”) for use as described herein. The Terms also govern the use of any software provided by ADI or an ADI-approved distributor for purposes of accessing and using the Services (collectively referred to as the “Software”), except to the extent that the Software is otherwise provided by ADI pursuant to separate license terms, in which case such other terms shall, in addition to these Terms, apply to the use of that Software (and any conflict between the provisions of such terms and these Terms shall be resolved in favor of such terms). By selecting the “I ACCEPT/AGREE” button, or by otherwise accessing or using the Services or Software, you represent and warrant that you are authorized to represent the company or organization you are acting for (the “Customer”) and you conclude a legally binding contract based on these Terms with ADI on behalf of yourself and the Customer. (For purposes of these Terms, the term “you” shall refer to you and the Customer.) If you do not agree to be bound by and comply with all of these Terms, you may not use the Services or Software.

Using credentials provided by ADI, you must establish one or more unique access accounts to access and use the Services (each a “User Account”). You represent and warrant that you are authorized by the Customer to access the Services on behalf of Customer and have received account credentials from the Customer or directly from ADI in your capacity as a Customer representative. You are responsible for all of your employees and users who you authorize to access the User Account or to whom you supply any account credentials (“Authorized Users”). You are responsible for protecting against unauthorized access to your User Account(s), maintaining the confidentiality of your account credentials, and all activities that occur under your User Account(s) and your Authorized Users’ account credentials. You represent that all registration and other information provided to ADI is true, correct, and complete in all respects, and you agree to promptly update your account information if there are any changes. ADI is not responsible for any harm caused by your Authorized Users. Unless otherwise expressly agreed in writing by ADI, no more than a single concurrent Authorized User may access a User Account at a time. You must notify ADI immediately upon learning of any unauthorized use. ADI reserves the right to limit, suspend, terminate, or take other actions against your accounts, credentials, and use of the Services and Software in the event of any improper access or use of the Services or Software.

You may not use the Services or Software unless you are in a jurisdiction where local laws allow such use, and you must comply with these Terms and applicable laws at all times. You agree only to use the Services on behalf of the Customer within the scope of your employment relationship with the Customer. You acknowledge and agree that the Customer, and not ADI, is responsible for ensuring that your use is legal and for any notice and consent requirements that may apply to you in any employer-employee relationship.

Subject to your ongoing compliance with these Terms (and any additional limits or restrictions in an ADI-generated ordering document, i.e. the “Order Terms”, and your timely payment of all fees), you may use the Services over the Internet on a Software-as-a-Service basis during the applicable subscription period established in the Order Terms (the “Subscription Period”), in accordance with the documentation made available by ADI for the Services (“Documentation”). ADI may provide updates to the Services, Software, and/or Documentation including automatic and over-the-air updates, and use of Services may require you to install and use the most recent update of Software made available by ADI. In addition, ADI may terminate or modify the Services if the termination or modification is generally applicable to all ADI customers using the subject Services. In the event of such a termination or modification, you may terminate your order for the affected Services without termination charge if, as a result of such changes, you experience a material decrease in the functionality of the affected Services and ADI fails to remedy the decrease in functionality within thirty (30) days of receiving your written notice describing the decrease in functionality in sufficient detail to allow ADI to address the reported issue. In the event of any such termination, ADI shall issue to you a pro-rata refund of fees paid for the affected Services subscription(s).

ADI shall not be obligated to increase storage capacity for any account and may make storage capacity subject to additional fees.

You may only use the Services and any reports or data generated by the Services (“Reports”) for Customer’s internal business purposes as set forth in these Terms. You shall not (and shall not permit or assist anyone else to) directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Services or Software; (ii) modify, translate, or create any derivative works based on any element of the Services or Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer any rights to use, access or install any Services or Software; (iv) use any Services or Software for timesharing purposes or otherwise for the benefit of anyone other than the Customer; (v) use any automated means, including without limitation, agents, robots, scripts, scrapers, spiders, or any other data mining technology to access, monitor, extract, or copy any part of the Services, Software, or content made available thereon; (vi) upload to or transmit through the Services or Software any computer viruses, Trojans, worms, or malicious code, or any Customer Data that is illegal, offensive, malicious, harmful, or otherwise contrary to Internet standards or social norms; (vii) remove or alter any copyright or proprietary notices or disclaimers from any Services, Software, Documentation, or Reports; (viii) use the Services or Software to access the data of any other ADI customer; (ix) publish or disclose to third parties any Reports or any other output, interfaces, or evaluation of the Services or Software without ADI’s prior written consent; (x) use the Services, Software, or Reports for any purpose other than their intended purpose; (xi) load or penetration test the Services or Software, or otherwise use the Services or Software in any way that is, or could reasonably be expected to interfere with, disrupt, or otherwise be detrimental to the integrity or performance of the Services or Software or ADI’s ability to provide either; or (xii) attempt to gain unauthorized access to the Services or Software. If your use of Services or Software or other actions exceed(s) the limits on your account, violate(s) these Terms, or otherwise interfere(s) with or pose risk to the Services, Software, or ADI’s systems, ADI shall be entitled to take all reasonable steps to protect the Services, Software, and ADI’s systems, including without limitation suspension or termination of your account.

If the Services, or any feature thereof, is/are provided as a “beta”, or a trial or preview, version of any kind (collectively, “Betas”), no support commitment or service level agreement (if any) that otherwise applies to the Services shall apply to use of the Beta(s). Without limiting the other Terms included herein, ADI may terminate or suspend access to or use of a Beta at any time and for any reason.

You are responsible for (i) obtaining, deploying and maintaining all computer hardware, software, and other communications equipment necessary for you to access and use the Services via the Internet (as applicable); (ii) contracting with third party ISP, telecommunications, and other service providers to access and use the Services via the Internet (as applicable); and (iii) paying all fees and access charges incurred in connection with the foregoing. These Terms do not impose any obligation on ADI or any ADI-approved distributor to provide you with any hardware, software, or other equipment. You acknowledge that ADI engages third party solutions and services in connection with the hosting and operating of the Services and ADI will have no warranty, support, or other obligation with respect to such third party solutions and services.

All data, content, and other information uploaded, submitted, stored, processed, or analyzed by you or your Authorized Users in connection with the Services (“Customer Data”) shall, as between ADI and Customer, remain the property of Customer. You are responsible for backing up any Customer Data, and ADI shall not have any responsibility or obligation relating thereto or for any loss thereof. You are responsible for obtaining any and all consents and other rights necessary to collect, submit, use, display, reproduce, and process Customer Data in connection with the Services, Software, and Reports. By uploading, submitting, storing, or processing any Customer Data, you represent that you have all required rights and permissions to do so and to permit the use thereof as set forth in these Terms. ADI reserves the right to block, limit, remove, or delete any Customer Data from the Services at any time for any reason. The ADI Privacy Policy (maintained at https://www.analog.com/en/about-adi/legal-and-risk-oversight/data-privacy/privacy-policy.html) describes the administrative, physical, technical, and other safeguards that are applied to Customer Data, and used to protect against unauthorized disclosure of Customer Data to third parties, other than for the purposes permitted under these Terms.

Any personal data, including health-related data, that you submit to the Services (“Personal Data”) will be protected as described in the ADI Privacy Policy. By submitting any Personal Data to the Services, You represent that you have obtained any necessary consents from the individual data subjects and that you have disclosed to the data subjects that their Personal Data may be processed by a third party such as ADI. All Personal Data received or collected by ADI in connection with the performance of its obligations will be processed in accordance with the ADI Privacy Policy.

ADI will use commercially reasonable efforts to resolve any Errors in the Services that Customer reports during the applicable Subscription Period. As used above, an “Error” means an error in the Services that significantly degrades Service performance as compared to ADI’s published performance specifications contained in the Documentation. In order to receive the above support, Customer must designate a single technical support contact, report Errors in accordance with ADI’s applicable support procedures, and provide information and assistance requested by ADI for resolving the Error. ADI is not responsible for any Errors due to issues outside the Services as provided by ADI, including without limitation any problems caused by your negligence, abuse or misapplication, use of the Services other than as specified in ADI’s Documentation, or other causes beyond the control of ADI or for which ADI is not responsible under these Terms. If ADI believes that a reported problem is not due to an Error in the Services for which ADI is responsible under these Terms, ADI may charge Customer at ADI’s then-current standard rates for any support provided in connection with the problem.

Your use of the Services is subject to payment of all fees for the Services set forth in the Order Terms or, if not specified, at ADI’s then-current rates for the Services. Except as specified in Section 2.3 or Section 11.1 of these Terms, or as otherwise expressly set forth in the applicable Order Terms, all fees are due and payable without deduction or setoff in United States dollars within thirty (30) days after the invoice date and are non-cancellable, non-refundable, and non-recoupable. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of these Terms or any payments or transactions contemplated by these Terms (other than taxes based on ADI’s net income).

8.1 License to Software and Documentation Any Software and Documentation provided hereunder is nonexclusively licensed and not sold (and any Software shall be provided only in object code form). Software and Documentation may only be used for the purpose of accessing and using the Services in accordance with these Terms during the applicable Subscription Period. Except as expressly set forth in these Terms, no other license or rights are granted to you and all such rights are expressly reserved to ADI.

You may not use any trademarks of ADI or its affiliates (“ADI Marks”) without ADI’s prior written consent. If consent is provided, it may be withdrawn upon written notice by ADI, and is deemed withdrawn in the event of termination or expiration of these Terms and/or your subscription to the Services. Use of ADI Marks is subject to compliance with ADI trademark usage policies as may be in effect from time to time. You acknowledge and agree that ADI is and shall remain the sole and exclusive owner of the ADI Marks, and you shall not contest or take any action that would jeopardize or diminish ADI’s exclusive rights in the ADI Marks.

You agree that, as between ADI and you, and except for the rights expressly granted to you in these Terms, ADI shall exclusively own and retain all right, title, and interest in and to the Services, Software, and Documentation, as well as all adaptations, updates, revisions, enhancements, or improvements thereto (including, but not limited to, underlying or associated algorithms, processes, models, tools, interfaces, works of authorship, inventions, developments and intellectual property rights with respect to the foregoing), and that ADI is not restricted or limited from using or exploiting any of the foregoing in any way.

You hereby grant to ADI a perpetual, irrevocable, royalty-free, fully-paid, transferable, sublicensable (through one or more tiers), worldwide, nonexclusive right and license to use, host, store, transfer, display, perform, reproduce, modify, create derivative works of, distribute, and otherwise exploit Customer Data in order to (i) provide, analyze, and improve the Services, Software, and other ADI products and services; (ii) monitor your use of the Services; and (iii) compile, use, and otherwise exploit aggregate or de-identified data, statistics, measurements, or other metrics derived from Customer Data (including in combination with the aggregate or de-identified data of other ADI customers) for its own purposes. ADI shall use Customer Data in accordance with the ADI Privacy Policy. ADI shall exclusively own all analyses, reports, models, statistics, and other information created, compiled, generated, or derived by ADI in connection with the use of Customer Data pursuant to the aforementioned license and/or the delivery of the Services (collectively, “Analyses”), provided that any Customer Data included in any Analysis shall remain the property of Customer (subject to the license granted to ADI in this Section 8.4).

You are not obligated to provide ADI with any error reports, evaluations, suggestions, enhancements, recommendations, or other feedback (collectively referred to as “Feedback”). If you or any of your Authorized Users make or provide any Feedback relating to the Services, Software, Documentation, or any other ADI products or services, then you hereby grant to ADI a royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable, right and license to use, copy, modify, distribute, and otherwise exploit without restriction any such Feedback and any products, software, or services based on such Feedback.

Software may be accompanied by, include, or rely on the use of software made available by one or more third parties (collectively referred to as “Third Party Software”). Third Party Software may include commercial software licensed by third parties, “open source” software meeting the Open Source Definition as promulgated by the Open Source Initiative, or other software programs released by third parties. Each component or 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 made available as part of the Software may be set forth or identified (by URL or otherwise) in the Documentation or such other location customarily used for such terms. Third Party Software is provided on an “as is” basis without any representation, warranty or liability of any kind.

ADI provides the Services, including related Software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services and/or Software include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with ADI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

Except as expressly permitted under these Terms, you agree not to disclose or permit any third party to access (i) any ADI software, technology, programming, specifications, materials, data, reports, or other information regarding the Software, Services, or Documentation, or (ii) any other information designated in writing by ADI as “Confidential” or an equivalent designation any other information which a reasonable person would understand is of a confidential or proprietary nature (collectively referred to as “Confidential Information”). Nothing in these Terms will be construed as preventing disclosure of information that is legally compelled to be disclosed by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, provided that you promptly notify ADI of any such requirement to disclose Confidential Information to the extent legally permitted and cooperate with ADI in obtaining a protective order or other available protection against such disclosure.

THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL ASSOCIATED CONTENT AND OUPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND (EXPRESS OR IMPLIED), AND ADI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL, OR WRITTEN, WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL ASSOCIATED CONTENT AND OUTPUT, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ADI DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DATA, CONTENT, OR OUTPUT PROVIDED BY OR THROUGH THE SERVICES OR SOFTWARE WILL BE ACCURATE OR SUITABLE FOR YOUR INTENDED PURPOSES. FROM TIME TO TIME, YOU MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY, OR PERFORMANCE OF THE SERVICES OR SOFTWARE. ADI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND EXPLICITLY DISCLAIMS THE APPROPRIATENESS OR APPLICABILITY OF, THE USE OF THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY DATA, CONTENT, OR OUTPUT ACCESSED OR GENERATED THEREFROM FOR ANY SPECIFIC PATIENT CARE OR TREATMENT. YOU UNDERSTAND AND AGREE THAT COMMUNICATIONS SENT WITH USE OF THE SERVICES AND/OR SOFTWARE ARE NOT MONITORED IN REAL-TIME, AND ADI DOES NOT GUARANTEE ANY RESPONSE BY OR INTERACTION WITH ANY HEALTH CARE PROFESSIONAL OR ORGANIZATION. ADI IS NOT A MEDICAL PROVIDER; AND ADI, THE SERVICES, SOFTWARE, AND DOCUMENTATION DO NOT OFFER OR CONSTITUTE MEDICAL OR CLINICAL SERVICES OR ADVICE. WITHOUT LIMITING ANY OTHER DISCLAIMERS IN THESE TERMS, BETAS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ADI PROVIDES BETAS TO YOU “AS IS”, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

If a third party brings a claim, demand, action, suit, or proceeding (a “Claim”) that the Services, or Software each as made available by ADI, infringes an issued copyright, patent, trade secret, or trademark (such patent, copyright, trade secret, or trademark, as it exists in the United States, Canada, the European Union, the United Kingdom, and/or Japan), ADI shall, as long as Customer is not in default under these Terms, defend Customer and its directors, officers, and employees (“Customer Indemnitees”) against such Claim at ADI’s expense and, at ADI’s option, settle any such Claim or provide indemnification for all damages that a court of competent jurisdiction finally awards against Customer arising from such Claim. If such Claim is made or threatened or, in ADI’s opinion, may be made, ADI may, at its sole option and expense: (i) obtain for Customer the right to continue using the affected Services and/or Software; (ii) replace or modify the allegedly infringing elements of the Services and/or Software so that they become non-infringing without diminishing their functionality in any material respect; or if (i) and (ii) are not practicable in ADI’s judgment, (iii) terminate your access to, and use of, the Services and/or Software by written notice, whereupon ADI shall refund to you the fees paid hereunder prior to termination for the remainder of the affected Services subscription(s) then in effect, calculated on a straight-line pro rata basis. ADI shall have no obligation hereunder for any liability arising out of or relating to any allegations or claims of infringement, to the extent the infringement is caused by: (i) modification of the Services or Software not made by ADI; (ii) use of the Services or Software in a manner inconsistent with the Documentation or other specifications or instructions made available by ADI, including without limitation any misuse, improper use, or unauthorized use of the Services or Software; (iii) failure to incorporate, implement, or use updates, upgrades, or new versions of Documentation or Software that ADI makes available; (iv) use of the Services or Software in combination with any other service, hardware, software, or other materials not provided by ADI where, absent such combination, the Services or Software would not be infringing; (v) any Customer Data or any other data or materials provided by Customer or its Authorized Users; or (vi) your breach of these Terms. This paragraph states ADI’s entire liability for any actual or alleged infringement and your and Customer Indemnitees’ sole and exclusive remedy in relation thereto.

Customer shall defend ADI and its affiliates, and their respective directors, officers, employees, consultants, hosting and other service providers, successors and assigns (collectively, “ADI Indemnitees”) against any Claim and indemnify and hold ADI Indemnitees harmless from all associated losses, liabilities, damages and expenses (including reasonable attorneys’ fees) incurred in connection with such Claim where the Claim arises from or relates to: (i) use of the Services, Software, Documentation, or Reports by you or any of your Authorized Users (except to the extent that the Claim falls within the scope of ADI’s obligation of defense and indemnification as detailed in Section 11.1); (ii) any Customer Data, Personal Data, or other information or materials provided by you or any of your Authorized Users, or the authorized processing of it through the Services (except to the extent that the Claim relates to ADI’s use of Personal Data other than in accordance with the ADI Privacy Policy); or (iii) any breach or violation of these Terms by you or any of your Authorized Users.

A party seeking any defense or indemnification under this Section 11 shall (i) provide the indemnifying party with prompt written notice of any Claim and give the indemnifying party the right to control the defense, provided, however that any delay in or failure to provide such notice shall relieve the indemnifying party of its obligation only to the extent that such failure or delay results in material prejudice to the indemnifying party and (ii) reasonably cooperate with the indemnifying party in assisting the defense of the Claim and in the negotiations or settlements of any Claim. No settlement shall be entered into which would admit wrongdoing of any kind by or on behalf of the party being defended.

ADI AND ITS AFFILIATES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THE FOREGOING, (COLLECTIVELY, THE “ADI PARTIES”) WILL NOT BE LIABLE FOR ANY LOST DATA, LOST PROFITS, LOST REVENUE, LOST BUSINESS, COST OF COVER, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON, CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND EVEN IF ADI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADI’S LIABILITY FOR DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS AND THE SERVICES AND SOFTWARE PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF CAUSE, CLAIM, OR ACTION, WILL NOT (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO ADI UNDER THESE TERMS FOR THE APPLICABLE SUBSCRIPTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS THAT GAVE RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CAUSES, CLAIMS, OR ACTIONS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. IN NO EVENT WILL ADI’S AFFILIATES OR ANY SUPPLIER OF ADI OR ITS AFFILIATES HAVE ANY LIABILITY FOR ANY DAMAGES WHATSOEVER.

These Terms shall be effective until terminated. You may terminate these Terms at any time by written notice to ADI, provided that you discontinue any further access to or use of the Services, Software, and Documentation. ADI may terminate these Terms, discontinue the Services and Software, and/or terminate or suspend your account, subscriptions, and access to any or all of the Services and Software, at any time, if you do not have any paid subscriptions that remain active or your subscriptions have expired or been terminated. In addition, if you do not comply with any of these Terms, and if such noncompliance persists thirty (30) days after ADI notifies you thereof, then ADI may terminate your rights and licenses to use the Services and Software upon notice to you. In the event of your breach of these Terms or the Order Terms, the termination rights described above are in addition to, and not in lieu or limitation of, any other right or remedy that may be available to ADI. Upon expiration or termination of these Terms or any subscription, (i) your license and access rights to the Software, Services, and Documentation shall cease; and (ii) all fees and other amounts owed by you with respect thereto shall become immediately due and payable. Upon any termination by either you or ADI, you must (i) immediately cease all use of the Services, Software, and Documentation; (ii) promptly destroy all Reports and other data or output downloaded or otherwise obtained from using the Services, Software, or Documentation, as well as all copies of the Software, Documentation, and Confidential Information; and (iii) certify to ADI in writing that you have completed the actions described in (i) and (ii). Upon any such termination, ADI may delete Customer Data and other information related to your account. The following provisions survive the expiration or termination of these Terms for any reason whatsoever indefinitely: 2.1, 2.2, 2.5, 3-5, and 8-14.

Any nonperformance by ADI shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental action, failure of suppliers, earthquake, pandemic, or any other reason where failure to perform is beyond ADI’s reasonable control.

The parties are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

These Terms (including validity and interpretation) will be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to any conflict of law principles. The exclusive place of jurisdiction for all disputes or other case or matter arising out of the contractual relationship between the parties shall be the Commonwealth of Massachusetts, USA; provided that ADI may seek equitable (including injunctive) relief and enforce judgements in any venue of its choosing. 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 these Terms.

These Terms constitute the entire agreement between you and ADI relating to your access to and use of the Services and Software. Anything contained in or delivered through the Services that is inconsistent with or conflicts with these Terms is superseded by these Terms. These Terms may not be modified, in whole or in part, except as described elsewhere in these Terms.

You must comply with all applicable laws and regulations relating to your use of the Services and Software. Without limiting the generality of the foregoing, you must comply with all export control and trade laws and refrain from exporting or re-exporting the Services or Software or any information related thereto in violation of applicable law.

If any of the provisions of these Terms are held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provisions shall be reformed, limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

You agree that these Terms and all incorporated agreements between you and ADI may be automatically assigned by ADI, in its sole discretion, without restriction. You may not assign any rights or delegate any duties hereunder, and any purported assignment or delegation shall be null and void and constitute a material breach.

You acknowledge and agree that ADI may update, modify, replace, or change these Terms, in whole or in part, at any time at its sole discretion, with or without prior notice to you. Your continued access to, viewing, contribution to or other use of the Services will constitute your acceptance of any new terms and conditions.

Any notice required or permitted shall be in writing and shall be delivered to the contact person listed on the Ordering Terms (and, with respect to notices to ADI, to the attention of General Counsel, Analog Devices legal department) by an established overnight commercial carrier.