			END USER LICENSE AGREEMENT

This End User License Agreement ("Agreement") is a legal agreement between Analog Devices, Inc. ("ADI") and you.  By installing and using the ADI SoundMAX software (the "Software") you agree to be bound by the terms of this Agreement.  

1. Grant of License.  Subject to the terms and conditions of this Agreement and your acceptance thereof, ADI hereby grants to you and you accept a personal, non-transferable, non-exclusive license (which shall be revocable pursuant to the terms of this Agreement) to installing the Software on a single computer. 

2. Limitations and Restrictions.  Except as expressly permitted herein, you may not: (i) copy, alter, adapt, modify, translate, or create derivative works of the Software or any portion thereof; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software or any portion thereof, unless and only to the extent any of the foregoing is expressly permitted by applicable law; (iii) separate the Software into component parts for transfer to or use by a third party; (iv) rent, lease, loan, sell, distribute, sublicense or lend the Software to any third party; (v) remove, alter or obscure any proprietary notices, including without limitation, a copyright or trademark notices; or (vi) otherwise use the Software.

3. Reservation of Rights.  ADI does not grant and you do not obtain any implied licenses under this Agreement, and ADI reserves all rights, title and interests of any kind that are not expressly granted to you in this Agreement.  ADI or its licensors retains title to and all ownership interests in all proprietary rights, including without limitation copyrights, trademark rights, patent rights, trade secret rights, and any other intellectual or industrial property rights throughout the world with respect to the Software.

4. DISCLAIMER OF WARRANTY.  THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. ADI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO OR RELATING TO THE SOFTWARE PRODUCT R THIS AGREEMENT.  ADI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  ADI DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.  ADI MAKES NO WARRANTY THAT ALL ERRORS, FAILURES OR DEFECTS WILL BE CORRECTED.  THIS SECTION 4 SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.  Some jurisdictions prohibit the exclusion of implied warranties or limitations.  In this case, your sole and exclusive remedy for a breach of warranty shall be, at ADI's option and in its sole discretion, replacement or repair of the Software or return for a refund of the purchase price, if any.

5. LIMITATIONS OF LIABILITY.  IN NO EVENT SHALL ADI, ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST OR INACCESSIBLE DATA OR INFORMATION, UNAUTHORIZED ACCESS TO DATA OR INFORMATION OR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR THE AUTHORIZED OR UNAUTHORIZED USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE AND IRRESPECTIVE OF WHETHER ADI HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.  IN NO EVENT SHALL ADI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SUBJECT MATTER HEREOF EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00).  Some jurisdictions do not allow the limitation of incidental or consequential damages so this limitation may not apply fully to you, but such limitation shall apply to the maximum extent permitted by applicable law.  You acknowledge that the pricing of the Software and other terms of this Agreement reflect the allocation of risk in this Agreement and that ADI would not enter into this Agreement without these limitations on its liability.

6. Termination.  This Agreement is effective until terminated.  Without prejudice to any other rights or remedies ADI may have at law or in equity, ADI may immediately terminate this Agreement if you fail to comply with any term or condition of this Agreement. Upon termination of this Agreement, you shall immediately discontinue use of the Software.

7. General.  With your acceptance you agree to be bound by the terms in this Agreement and acknowledge that you have read and understand this Agreement.  You further agree that this Agreement is the complete and exclusive statement of the understanding between ADI and you.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.  

