ANALOG DEVICES Signal Chain Designer TOOL USER LICENSE AGREEMENT

Didn't I warn of an on-line simulator at Analog Devices? Take a look at this USER LICENSE AGREEMENT, particularly the part titled LICENSE TO INPUTS AND OUTPUTS, where you hand over your proprietary rights as soon as you define I/O.

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Welcome To Signal Chain Designer: Step 1 of 2 License Agreement for Signal Chain Designer

ANALOG DEVICES Signal Chain Designer TOOL USER LICENSE AGREEMENT

Read the following terms and conditions carefully before using Signal Chain Designer (?SCD?). They define your rights and obligations with respect to the SCD tool and documentation being used by you. If you do not agree to the terms of this agreement, then you may not continue with the use of the SCD tool and documentation.

USING THE SCD TOOL AND DOCUMENTATION INDICATES YOUR AGREEMENT WITH AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. AN INDIVIDUAL WHO DOES NOT HAVE AUTHORITY TO BIND THE ENTITY USING THE SCD TOOL AND DOCUMENTATION SHOULD NOT USE THE SCD TOOL AND DOCUMENTATION WITHOUT OBTAINING APPROVAL OF THIS AGREEMENT FROM A PERSON HAVING SUCH AUTHORITY.

  1. LICENSE GRANT

Subject to the terms and conditions of this agreement, you are granted a non-exclusive, nonsublicensable, nontransferable, limited license to use the SCD tool and documentation solely for your internal design use.

  1. LICENSE TO INPUTS AND OUTPUTS

With respect to any information submitted by you in connection with your use of the SCD tool (?Inputs?) and any output created from your use of the SCD Tool (?Outputs?), you shall give, and hereby grant, Analog Devices, Inc. (?ADI?) and its subsidiaries a perpetual irrevocable paid-up license under your patents, trade secrets, trademarks, copyrights, mask works and other proprietary rights that are reasonably required for ADI to use, alter, make or have made, import, distribute, copy or otherwise exploit any Input, Output or any other subject matter or result of this agreement. ADI?s use of the Inputs and Outputs shall be limited to ADI internal use only.

  1. CONFIDENTIALITY OF INPUTS

ADI takes reasonable security precautions to secure your Inputs and Outputs against loss, misuse, alteration or unauthorized access. The systems used to protect your Inputs and Outputs are the same ones used by ADI to protect its own data. Unfortunately, no transmission of data over the Internet or date storage is guaranteed to be completely secure. While we strive to protect your Inputs and Outputs, ADI cannot warrant the security of any Inputs and Outputs. Any such transmission and creation is done at your own risk.

  1. YOUR RESTRICTIONS, OBLIGATIONS AND DUTIES

A. The SCD tool and documentation is confidential and proprietary information of ADI. You may not disclose or transfer any portion of the SCD tool or the SCD tool documentation to any other party for any reason. Upon discontinuation of your use of the SCD tool or termination of this license, you agree to destroy all copies, including partial copies, of the SCD tool and documentation. For the avoidance of doubt, you do not need to destroy or return Output.

B. You may not disassemble, decompile, reverse engineer or alter the SCD tool and documentation.

C. The SCD tool and documentation are NOT sold to you; all rights not expressly granted herein, including ownership of the SCD tool and documentation, are reserved by ADI.

D. Editable output from your use of the SCD tool will require a myAnalog account, which can be created here.

  1. TERMS, TERMINATION/CANCELLATION

ADI may terminate this license upon your failure to comply with any of the terms and conditions of this agreement.

  1. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY AND REMEDY

A. THE SCD TOOL AND DOCUMENTATION ARE PROVIDED TO YOU ON AN "AS IS" BASIS. ADI DOES NOT PROVIDE ANY WARRANTY OR MAKE ANY REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE SCD TOOL AND DOCUMENTATION MEETS YOUR NEEDS OR EXPECTATIONS, THAT IT WILL FUNCTION AS ANTICIPATED, THAT THE OUTPUT RESULTING FROM YOUR USE OF THE SCD TOOL WILL BE COMPLETE OR ACCURATE, OR THAT USE OF THE SCD TOOL WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, ALTHOUGH, TO ITS KNOWLEDGE ADI IS NOT AWARE OF ANY SUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. YOU ASSUME THE FULL RESPONSIBILITY FOR THE SELECTION, USE AND PERFORMANCE OF THE SCD TOOL AND DOCUMENTATION. ADI MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. ADI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE SCD TOOL OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION DATA LOSS OR CORRUPTION, COMPUTER VIRUSES, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS OR OTHER FAILURES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE.

B. IN NO EVENT WILL ADI BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR USE OF THE SCD TOOL AND DOCUMENTATION. ADI?S TOTAL LIABILITY FROM ANY AND ALL CAUSES SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SCD TOOL AND DOCUMENTATION OR ONE HUNDRED US DOLLARS ($100.00), WHICHEVER IS GREATER. THIS AMOUNT SHALL BE YOUR SOLE REMEDY FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SCD TOOL AND DOCUMENTATION.

  1. GENERAL

A. This agreement is the complete and exclusive statement of the agreement between you and ADI and supersedes all prior oral and written communications, agreements, representations, statements and undertakings with respect to the SCD tool and documentation. No modification, termination, extension, renewal or waiver of, or addition to the terms and conditions of this agreement shall be bindingupon ADI unless specifically set forth in writing, and signed by an authorized official of ADI.

B. You agree that you will not directly or indirectly export the SCD tool and documentation to another country, and that you will comply with all applicable United States federal laws and regulations relating to exports.

C. Title to the SCD tool and documentation and all copies and portions thereof shall remain with ADI, and you are obtaining only the limited license set forth in this agreement.

D. The SCD tool and documentation may include links to other sites ("Other Sites"). ADI has no control over the Other Sites and therefore no responsibility with respect to the contents of the Other Sites. No affiliation with, endorsement of, or sponsorship by ADI should be inferred. You agree to observe copyright and other restrictions imposed by Other Sites. You may not use the Other Sites in any manner that infringes the rights of any person or entity. Domain names and trademarks of Other Sites, or contained in information accessed at Other Sites, are the sole property of their respective owners.

E. You may neither assign any right or license granted under this agreement nor delegate any obligation under this agreement.

F. This agreement shall be governed by the substantive laws of the Commonwealth of Massachusetts, notwithstanding its choice of law provisions, and you consent to the jurisdiction of the courts of the Commonwealth of Massachusetts for resolution of any dispute involving this agreement. The parties agree that the United Nations Convention on Agreements for the International Sale of Goods is hereby excluded in its entirety from this agreement. You acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms and conditions.

G. ADI reserves the right to make changes to the SCD tool, documentation and to this agreement at any time. Your continued use of the SCD tool and documentation will constitute your acceptance of any new terms and conditions.

H. In the event that any court of competent jurisdiction deems any portion or provision of this agreement unenforceable, then, notwithstanding, the remaining portions and provisions of this agreement will be in full force and effect.

...Jim Thompson

--
| James E.Thompson                                 |    mens     | 
| Analog Innovations                               |     et      | 
| Analog/Mixed-Signal ASIC's and Discrete Systems  |    manus    | 
| San Tan Valley, AZ 85142   Skype: Contacts Only  |             | 
| Voice:(480)460-2350  Fax: Available upon request |  Brass Rat  | 
| E-mail Icon at http://www.analog-innovations.com |    1962     | 
              
I love to cook with wine.     Sometimes I even put it in the food.
Reply to
Jim Thompson
Loading thread data ...

You did. I have not used it and I never will. Thanks.

John S

Reply to
John S

Chain letters are never good news. People should do thousands of really bad designs, so all they collect is garbage.

--
Anyone wanting to run for any political office in the US should have to 
have a DD214, and a honorable discharge.
Reply to
Michael A. Terrell

[snip]
--
| James E.Thompson                                 |    mens     | 
| Analog Innovations                               |     et      | 
| Analog/Mixed-Signal ASIC's and Discrete Systems  |    manus    | 
| San Tan Valley, AZ 85142   Skype: Contacts Only  |             | 
| Voice:(480)460-2350  Fax: Available upon request |  Brass Rat  | 
| E-mail Icon at http://www.analog-innovations.com |    1962     | 
              
I love to cook with wine.     Sometimes I even put it in the food.
Reply to
Jim Thompson

Maybe we should suggest that all of the newbies use it, instead of LT Spice? :)

--
Anyone wanting to run for any political office in the US should have to 
have a DD214, and a honorable discharge.
Reply to
Michael A. Terrell

No. We want to nurture investigative thinking in newbies. Probably we should advise them to avoid S.E.D and the BS "engineering" that's already 6' deep around here... and just subscribe to the LTspice List. ...Jim Thompson

--
| James E.Thompson                                 |    mens     | 
| Analog Innovations                               |     et      | 
| Analog/Mixed-Signal ASIC's and Discrete Systems  |    manus    | 
| San Tan Valley, AZ 85142   Skype: Contacts Only  |             | 
| Voice:(480)460-2350  Fax: Available upon request |  Brass Rat  | 
| E-mail Icon at http://www.analog-innovations.com |    1962     | 
              
I love to cook with wine.     Sometimes I even put it in the food.
Reply to
Jim Thompson

No. (me LTSpice, since 2004)

--
Daniel Mandic
Reply to
Daniel Mandic

(...)

Before you may use SCD, the web pile demands that you "approve" the license agreement. At the bottom of the page, is a floating "send feedback" button. I just submitted some minimally diplomatic comments on the merits of the agreement, leaving all the review buttons blank (because I haven't used SCD yet). Since it's a new product, I suspect comments will actually be read and evaluated by a human.

Incidentally, the license agreement failed to mention if one's "input" is in any way stored on their servers. Since AD claims they own the "input", I presume they also save it.

I haven't seen any NDA's that prohibit the use of online tools, but this would probably justify adding yet another restriction.

--
Jeff Liebermann     jeffl@cruzio.com 
150 Felker St #D    http://www.LearnByDestroying.com 
Santa Cruz CA 95060 http://802.11junk.com 
Skype: JeffLiebermann     AE6KS    831-336-2558
Reply to
Jeff Liebermann

I DISLIKE online anything for exactly the above reason - putting into perpetuity a piece of information that you can NO LONGER control!

With that said, as I read that paragraph, I interpret it to sound like a 'tag-along' NDA. In other words, don't blame us for having the information, using it internally, no charge, etc etc But, in deference they limit themselves completely to internal use. Similar to an NDA.

Again, 'shudder' one hacker, and ALL is lost.

So that posits the questions, "Analog Devices, why are you so afraid of sharing your simulation tool? And, why, instead, do you expect US to share our IP?" Hey, this is a two way street, guys. Plus, there are times I don't want to be connected to the internet and still do analyses. Can't they just make encrypted models instead?

Reply to
RobertMacy

thanks for taking the time - as an 'agreement' it really sucks.

Reply to
David Eather

The license is over the top, but I can sorta understand it from ADs point of view, I doubt they want to steal ideas but people will potentially be uploading propriotary/patented etc. stuff to their server to use the tool, AD doesn't want to get sued for having the stuff on their servers

-Lasse

Reply to
Lasse Langwadt Christensen

The license also restricts them to using the data for "internal purposes".

My guess is that at least part of what they want, is the freedom to improve their online tools, using real input from real users in order to find problems and make improvements. They don't want somebody coming to them and saying "Hey, your latest software innovation was clearly motivated by the characteristics of the product that I input and designed using your tools. That makes your improvement a derivative of my work, and I own the rights to it. Pay me $xxxx, or I will sue you."

Reply to
David Platt

I have to ask why does AD needs to save everyone's "input"? When you're done with a design, you should be able to save the input data on your machine, leaving nothing on the server.

However, the way I read the license agreement, AD is not apologizing for the need to save data on their servers. They're defining how that data may be used for the benefit of AD. Are they going to pass around my design to their engineers for evaluation? It may take me a month or three to throw together a patent. Will the larger and more efficient AD patent staff try to beat me to the application (first to file)? Just what is "internal use" at AD? Too many unanswered questions and too many devious possibilities.

If AD was worried about being sued for having proprietary secrets on their servers, it would have made sense to encrypt the user data, and provide a "security policy" as is done with web pages. Security policy documents define exactly what the vendor does with user data. Hopefully it would also provide reasonable assurances that the data is not recoverable by anyone other than the designer, and that it will be removed at the end of each session.

It's also interesting that the Analog Devices NDA is not mentioned: Designing with models covered by an NDA online will be a problem if AD can use appropriate them for "internal use".

The "License Agreement" may be somewhat inadequate. What is needed is a "Terms of Service" document (since AD is providing a service) and a "Security Policy" to assure users that they're not being abused and that their input is safe.

--
Jeff Liebermann     jeffl@cruzio.com 
150 Felker St #D    http://www.LearnByDestroying.com 
Santa Cruz CA 95060 http://802.11junk.com 
Skype: JeffLiebermann     AE6KS    831-336-2558
Reply to
Jeff Liebermann

and maybe that is what is done

but that goes both ways, what if AD was working on a patent and some one use the tool for a similar idea even if no human at AD had ever seen it or was in a different apartment they might still have to go through the hassle of proving that they didn't steal the idea if that someone decided to sue them

try writing a license that says they won't do anything "evil" with the stuff you upload and still cover their ass

-Lasse

Reply to
Lasse Langwadt Christensen

They should simply distribute their simulator like LT does. ...Jim Thompson

--
| James E.Thompson                                 |    mens     | 
| Analog Innovations                               |     et      | 
| Analog/Mixed-Signal ASIC's and Discrete Systems  |    manus    | 
| San Tan Valley, AZ 85142   Skype: Contacts Only  |             | 
| Voice:(480)460-2350  Fax: Available upon request |  Brass Rat  | 
| E-mail Icon at http://www.analog-innovations.com |    1962     | 
              
I love to cook with wine.     Sometimes I even put it in the food.
Reply to
Jim Thompson

Yep. That's exactly what will happen if a user can demonstrate in court that an amazing AD innovation was inspired by the users prior "input" circuit design. If AD is storing user "input" on their servers, then a subpoena should be able to produce the stored input for the court. Proving that AD passed the design on to a "trusted partner" is more difficult to prove, but still possible. Declaring that all "input" belongs to AD is one way out of this dilemma, but methinks simply not storing the "input" would have been much better[1]. Specifying for "ADI internal use only" is not sufficient to guarantee that the "input" will not be redistributed or abused.

[1] AD may also be trying to indemnify themselves from security issues if they've outsourced the SCD software to a cloud server or SaaS (software as a service) provider.
--
Jeff Liebermann     jeffl@cruzio.com 
150 Felker St #D    http://www.LearnByDestroying.com 
Santa Cruz CA 95060 http://802.11junk.com 
Skype: JeffLiebermann     AE6KS    831-336-2558
Reply to
Jeff Liebermann

[...]

Yikes! Is this some sort of simulator "in the cloud"? Who in their right mind would use that for anything commercial? I'd violate my standard consulting agreement I have with every client if I did.

What were they thinking? Or maybe I should phrase it, were they thinking?

[...]
--
Regards, Joerg 

http://www.analogconsultants.com/
Reply to
Joerg

Almost exactly one year ago (8/21-22/2012) I visited ADI in the Bay Area to discuss creating Spice models for them. I found the following...

(1) Spice modeling assigned to a _marketing_ VP :-(

(2) Their idea to have simulation done on their "cloud" :-(

(3) My suggestion that I work from actual device netlists such that I could create behavioral models that truly matched the device characteristics was rejected out of hand. (My plan was to A-B simulate behavioral and actual device side-by-side and seek "perfection and light" >:-} ...Jim Thompson

--
| James E.Thompson                                 |    mens     | 
| Analog Innovations                               |     et      | 
| Analog/Mixed-Signal ASIC's and Discrete Systems  |    manus    | 
| San Tan Valley, AZ 85142   Skype: Contacts Only  |             | 
| Voice:(480)460-2350  Fax: Available upon request |  Brass Rat  | 
| E-mail Icon at http://www.analog-innovations.com |    1962     | 
              
I love to cook with wine.     Sometimes I even put it in the food.
Reply to
Jim Thompson

They never define what "internal use" means, though. I mean, proprietary product design is an internal use, right?

IANAL, but I wouldn't want to bet that uploading something under that agreement didn't make it unpatentable, for a start.

Cheers

Phil Hobbs

--
Dr Philip C D Hobbs 
Principal Consultant 
ElectroOptical Innovations LLC 
Optics, Electro-optics, Photonics, Analog Electronics 

160 North State Road #203 
Briarcliff Manor NY 10510 USA 
+1 845 480 2058 

hobbs at electrooptical dot net 
http://electrooptical.net
Reply to
Phil Hobbs

But that would make sense!!!!!

--
Anyone wanting to run for any political office in the US should have to 
have a DD214, and a honorable discharge.
Reply to
Michael A. Terrell

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