This legal document is an agreement between you, and QuickLogic Corporation. BY OPENING THE SEALED DISK PACKAGE OR WRITTEN MATERIALS, OR BY CLICKING "YES" IN RESPONSE TO "DO YOU ACCEPT ALL THE TERMS OF THE PRECEEDING LICENSE AGREEMENT" WHEN INSTALLING OR USING THIS SOFTWARE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, WHICH INCLUDES THE SOFTWARE LICENSE AND SOFTWARE DISCLAIMER OF WARRANTY (collectively the "License Agreement").

THIS LICENSE AGREEMENT CONSTITUTES THE COMPLETE LICENSE AGREEMENT BETWEEN YOU AND QUICKLOGIC CORPORATION. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT OPEN THE DISK PACKAGE OR WRITTEN MATERIALS OR CLICK "NO" IN RESPONSE TO "DO YOU ACCEPT ALL THE TERMS OF THE PRECEEDING LICENSE AGREEMENT." PROMPTLY RETURN THE UNOPENED DISK PACKAGE AND THE OTHER ITEMS (INCLUDING WRITTEN MATERIALS, BINDERS OR OTHER CONTAINERS) THAT ARE PART OF THIS PROGRAM TO THE PLACE WHERE YOU OBTAINED THEM FOR A FULL REFUND.

1. GRANT OF LICENSE

In consideration of payment of the LICENSE fee, which is a part of the price you paid for this product, QuickLogic, as Licensor, grants to you, the LICENSEE, a nonexclusive right to use and display this machine-readable object code form of a QuickLogic software program (hereinafter the "SOFTWARE") solely for your use in developing designs for QuickLogic or Aeroflex products, on a single COMPUTER (i.e. with a single CPU) or on a LICENSED COMPUTER NETWORK. A computer network is any combination of two or more terminals that are electronically linked and capable of sharing the use of a single software program. A LICENSED COMPUTER NETWORK is a computer network for which the LICENSEE has purchased and dedicated at least one (1) QuickLogic SOFTWARE manual (which can include an instruction manual(s) for the single-user version of the SOFTWARE) for each concurrent user of the SOFTWARE on the network. Each concurrent user of the SOFTWARE must have exclusive access to a QuickLogic SOFTWARE manual during his use. QuickLogic reserves all rights not expressly granted to LICENSEE.

2. OWNERSHIP OF THE SOFTWARE

As the LICENSEE, you own the magnetic or other physical media on which the SOFTWARE is originally or subsequently recorded or fixed, but QuickLogic Corporation and its licensors retain the title and ownership of the SOFTWARE and to any patents, trade secrets and other intellectual property rights therein, recorded on the original disk copy(ies) and all subsequent copies of the SOFTWARE, regardless of the form or media in or which the original and other copies may exist. This License is not a sale of the original SOFTWARE or any copy. . Except as stated above, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses in respect of the Software.

3. COPY RESTRICTIONS

This SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying of the SOFTWARE, including SOFTWARE that has been modified, merged, or included with other software, or of the written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this License. Subject to these restrictions, and if the SOFTWARE is not copy-protected, you may make one (1) copy of the SOFTWARE solely for backup purpose. You must reproduce and include the copyright notice on the backup copy.

4. USE RESTRICTIONS

As the LICENSEE, you may physically transfer the SOFTWARE (a) from one terminal to another within a LICENSED COMPUTER NETWORK or (b) from single computer to another provided that the SOFTWARE is used on only one computer at a time. You may not electronically transfer the SOFTWARE from one computer to another except over LICENSED COMPUTER NETWORK. You may not distribute copies of the SOFTWARE or accompanying written materials to others. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. You may not modify, adapt, translate, or create derivative works based on written materials without the prior written consent of QuickLogic Corporation. You may not publish or disclose the results of any benchmarking of the SOFTWARE, or use such results for your own competing software development activities, without the prior written permission of QuickLogic.

LIFE ENDANGERING ACTIVITIES. NEITHER QUICKLOGIC NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF SOFTWARE IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF THE SOFTWARE MIGHT RESULT IN DEATH OR PERSONAL INJURY. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS QUICKLOGIC AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE, OR LIABILITY, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH SUCH USE.

5. TRANSFER RESTRICTIONS

This SOFTWARE is licensed only to you, the LICENSEE, and may not be transferred to anyone without the prior written consent of QuickLogic Corporation. Any authorized transferee of the SOFTWARE shall be bound by the terms and conditions of this License Agreement. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein.

6. TERMINATION

This License is effective until terminated. This License will terminate automatically without notice from QuickLogic Corporation if you fail to comply with any provision of the License. Upon termination you shall destroy the written materials and all copies of the SOFTWARE, including modified copies, if any.

7. UPDATE POLICY

QuickLogic may create, from time to time, updated versions of the SOFTWARE. At its option, QuickLogic will make such updates available to LICENSEE and transferees who have paid the update fee and returned the Registration Card to QuickLogic.

8. MISCELLANEOUS

This License Agreement is governed by the laws of the State of California, without reference to conflict of laws principles. Any action or proceeding brought by any party against another arising out of or related to this Agreement shall be brought in a state or federal court of competent subject matter jurisdiction located within Santa Clara County, California, and each of the parties to this Agreement consents to the personal jurisdiction of those courts.

9. EXPORT

You acknowledge that the laws and regulations of the United States restrict the export and re-export of the Software. You agree that you will not export or re-export the Software in any form without the appropriate United States and foreign governmental approval.

10. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

(a) If the Software is being licensed by or on behalf of a unit or agency of the United States Government, this provision applies. The Software

(i) was developed at private expense, and no part of it was developed with government funds; (ii) is a trade secret of Quicklogic for all purposes of the Freedom of Information Act; (iii) is "commercial computer Software" subject to limited utilization as provided in the agreement between the vendor and government entity; and (iv) is in all respects proprietary data belonging solely to Quicklogic.

(b) The Software and Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c) (1) (ii) of the Rights in Technical Data and Computer Software clause of DFARS 52.227-7013.

11. THIRD PARTY BENEFICIARY

You understand that portions of the Software and related documentation have been licensed to QuickLogic from third parties and that such third parties are intended third party beneficiaries of the provisions of this License.

12. DISCLAIMER OF WARRANTY AND LIMITED WARRANTY

THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER, QUICKLOGIC CORPORATION DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. QUICKLOGIC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT QUICKLOGIC CORPORATION OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

QuickLogic Corporation warrants to original LICENSEE that (a) the disk(s) on which the SOFTWARE is recorded is free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery as evidenced by a copy of the receipt and (b) the hardware accompanying the SOFTWARE is free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of delivery as evidenced by a copy of the receipt. QuickLogic Corporation hereby limits the duration of any implied warranty(ies) on the disk or such hardware to the respective periods stated above. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.

QuickLogic Corporation's entire liability and your exclusive remedy as to the disk(s) or hardware found to be defective shall be, at QuickLogic Corporation's option, either (a) return of the purchase price or (b) replacement of the disk or hardware that does not meet QuickLogic Corporation's Limited Warranty and which is returned to QuickLogic Corporation with a copy of the receipt. If failure of the disk or hardware has resulted from accident, abuse, or misapplication, QuickLogic Corporation shall have no responsibility to replace the disk or hardware or refund the purchase price. Any replacement disk or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

THE ABOVE ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT ARE MADE BY QUICKLOGIC CORPORATION ON THIS PROGRAM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUICKLOGIC CORPORATION, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

NEITHER QUICKLOGIC CORPORATION NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PROGRAM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH PROGRAM EVEN IF QUICKLOGIC CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

This Disclaimer of Warranty and Limited Warranty is governed by the laws of the State of California.

BY OPENING THE SEALED DISK PACKAGE OR WRITTEN MATERIALS, OR BY CLICKING "YES" IN RESPONSE TO "DO YOU ACCEPT ALL THE TERMS OF THE PRECEEDING LICENSE AGREEMENT" WHEN INSTALLING OR USING THIS SOFTWARE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, WHICH INCLUDES THE SOFTWARE LICENSE AND SOFTWARE DISCLAIMER OF WARRANTY.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT OPEN THE DISK PACKAGE OR WRITTEN MATERIALS OR CLICK "NO" IN RESPONSE TO "DO YOU ACCEPT ALL THE TERMS OF THE PRECEEDING LICENSE AGREEMENT." PROMPTLY RETURN THE UNOPENED DISK PACKAGE AND THE OTHER ITEMS (INCLUDING WRITTEN MATERIALS, BINDERS OR OTHER CONTAINERS) THAT ARE PART OF THIS PROGRAM TO THE PLACE WHERE YOU OBTAINED THEM FOR A FULL REFUND.

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