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FOLLOWING TERMS.  TO ACCEPT THE TERMS OF THIS LICENSE, CLICK "I ACCEPT" 
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THIS SOFTWARE. 

 

MICROCHIP NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT 



This Microchip Nonexclusive Software License Agreement ("Agreement") is 
a contract between you, your heirs, successors and assigns ("Licensee") 
and Microchip Technology Incorporated, a Delaware corporation, with a 
principal place of business at 2355 W. Chandler Blvd., Chandler, AZ 
85224-6199, and its subsidiaries including, Microchip Technology 
(Barbados) II Incorporated (collectively, "Microchip") for the 
accompanying Microchip software, including any PC programs, and any 
modifications or updates thereto (collectively, the "Software"), and 
accompanying documentation, including images and any other graphic 
resources provided by Microchip ("Documentation").  

 

1. Definitions.  As used in this Agreement, the following capitalized 
   terms will have the meanings defined below:

    a. "Microchip Products" means Microchip integrated circuit devices.

    b. "Licensee Products" means Licensee products that use or 
       incorporate Microchip Products.

    c. "Third Party" means Licensee’s agents, distributors, consultants, 
        clients, customers, contract manufacturers, resellers, or 
        representatives.

    d. "Third Party Products" means Third Party products that use or 
       incorporate Microchip Products.

2. Software License Grant.  Microchip grants strictly to Licensee a 
   non-exclusive, non-transferable, worldwide license:

    a. To use the Software in connection with Licensee Products or Third 
       Party Products; 

    b. If source code is provided by Microchip to Licensee, to modify 
       the Software for the sole purpose of rendering the Software 
       operable with Licensee Products or Third Party Products, provided 
       that Licensee clearly notifies Third Parties regarding the source 
       of such modifications; and

    c. To distribute the Software to Third Parties for use with or 
       incorporation into Licensee Products or Third Party Products, 
       provided that Licensee ensures that: (i) such Third Party agrees 
       to be bound by this Agreement (in writing or by "click to 
       accept"), and (ii) this Agreement accompanies such distribution. 
       The procedure described in sub-clauses (i) and (ii) is not 
       required when the Software is embedded in machine-readable object 
       code form as firmware in Licensee Products or Third Party 
       Products.  Further, the procedure described in sub-clauses (i) 
       and (ii) is not required when modified versions of PC programs 
       are re-distributed in machine-readable object code form, provided 
       that Licensee notifies end users that: (1) the modified PC 
       program is derived from a Microchip PC program and is governed by 
       the terms of this Agreement including the requirement to use such 
       program with Microchip Products, (2) a copy of this Agreement is 
       available upon request, and (3) the Licensee supports the modified 
       PC program.  

   For purposes of clarity, Licensee may NOT embed the Software on a 
   non-Microchip Product, except as expressly described in this Section 2 
   or the Documentation.  

3. Documentation License Grant.  Microchip grants to Licensee a 
   non-exclusive, non-transferable, worldwide license to use the 
   Documentation in support of the authorized use of the Software as set 
   forth in this Agreement.

4. Third Party Requirements.  Licensee acknowledges that it is Licensee’s 
   responsibility to comply with any third party license terms or 
   requirements applicable to the use of such third party software, 
   specifications, systems, or tools.  This includes, by way of example 
   but not as a limitation, any standards setting organizations 
   requirements and, particularly with respect to Security Package 
   Software, if any, local encryption laws and requirements.  Microchip 
   is not responsible and will not be held responsible in any manner for 
   Licensee’s failure to comply with such applicable third party terms or 
   requirements. 

5. Open Source Components.  Notwithstanding the license grant in Section 
   2 above, Licensee further acknowledges that certain components of the 
   Software may be covered by so-called "open source" software licenses 
   ("Open Source Components").  Open Source Components means any software 
   licenses approved as open source licenses by the Open Source 
   Initiative or any substantially similar licenses, including without  
   limitation any license that, as a condition of distribution of the 
   software licensed under such license, requires that the distributor 
   make the software available in source code format. To the extent 
   required by the licenses covering Open Source Components, the terms of 
   such license will apply in lieu of the terms of this Agreement. To 
   the extent the terms of the licenses applicable to Open Source 
   Components prohibit any of the restrictions in this Agreement with 
   respect to such Open Source Components, such restrictions will not 
   apply to such Open Source Component.

6. Licensee Obligations.  Licensee will not: (a) engage in unauthorized 
   use, modification, disclosure or distribution of Software or 
   Documentation, or its modifications or derivatives; (b) use all or 
   any portion of the Software, Documentation, or its modifications or 
   derivatives except in conjunction with Microchip Products, Licensee 
   Products, or Third Party Products as set forth in this Agreement; or 
   (c) reverse engineer (by disassembly, decompilation or otherwise) 
   Software or any portion thereof.  Licensee may not remove or alter 
   any Microchip copyright or other proprietary rights notice posted in 
   any portion of the Software or Documentation.  Licensee will defend, 
   indemnify and hold Microchip and its subsidiaries harmless from and 
   against any and all claims, costs, damages, expenses (including 
   reasonable attorney's fees), liabilities, and losses, including 
   without limitation: (x) any claims directly or indirectly arising from 
   or related to the use, modification, disclosure or distribution of the 
   Software, Documentation, or any intellectual property rights related 
   thereto; (y) the use, sale and distribution of Licensee Products or 
   Third Party Products; and (z) breach of this Agreement.  

7. Confidentiality.  Licensee agrees that the Software (including but not 
   limited to the source code, object code and library files) and its 
   modifications or derivatives, Documentation and underlying inventions, 
   algorithms, know-how and ideas relating to the Software and the 
   Documentation are proprietary information belonging to Microchip and 
   its licensors ("Proprietary Information").  Except as expressly and 
   unambiguously allowed herein, Licensee will hold in confidence and not 
   use or disclose any Proprietary Information and will similarly bind 
   its employees and Third Party(ies) in writing. Proprietary Information 
   will not include information that: (i) is in or enters the public 
   domain without breach of this Agreement and through no fault of the 
   receiving party; (ii) the receiving party was legally in possession of 
   prior to receiving it; (iii) the receiving party can demonstrate was 
   developed by the receiving party independently and without use of or 
   reference to the disclosing party's Proprietary Information; or (iv) 
   the receiving party receives from a third party without restriction 
   on disclosure.  If Licensee is required to disclose Proprietary 
   Information by law, court order, or government agency, License will 
   give Microchip prompt notice of such requirement in order to allow 
   Microchip to object or limit such disclosure.  Licensee agrees that 
   the provisions of this Agreement regarding unauthorized use and 
   nondisclosure of the Software, Documentation and related Proprietary 
   Rights are necessary to protect the legitimate business interests of 
   Microchip and its licensors and that monetary damage alone cannot 
   adequately compensate Microchip or its licensors if such provisions 
   are violated.  Licensee, therefore, agrees that if Microchip alleges 
   that Licensee or Third Party has breached or violated such provision 
   then Microchip will have the right to injunctive relief, without the 
   requirement for the posting of a bond, in addition to all other 
   remedies at law or in equity.

8. Ownership of Proprietary Rights.  Microchip and its licensors retain 
   all right, title and interest in and to the Software and Documentation 
   including, but not limited to all patent, copyright, trade secret and 
   other intellectual property rights in the Software, Documentation, and 
   underlying technology and all copies and derivative works thereof (by 
   whomever produced).  Licensee and Third Party use of Software 
   modifications and derivatives is limited to the license rights 
   described in this Agreement. 

9. Termination of Agreement.  Without prejudice to any other rights, 
   this Agreement terminates immediately, without notice by Microchip, 
   upon a failure by Licensee or Third Party to comply with any provision 
   of this Agreement.  Upon termination, Licensee and Third Party will 
   immediately stop using the Software, Documentation, modifications and 
   derivatives thereof, and immediately destroy all such copies.

10. Warranty Disclaimers.  THE SOFTWARE AND DOCUMENTATION ARE PROVIDED 
    "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, 
    INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, 
    NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  MICROCHIP AND 
    ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE ACCURACY, RELIABILITY 
    OR APPLICATION OF THE SOFTWARE OR DOCUMENTATION.  MICROCHIP AND ITS 
    LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL MEET REQUIREMENTS OF 
    LICENSEE OR THIRD PARTY, BE UNINTERRUPTED OR ERROR-FREE.  MICROCHIP 
    AND ITS LICENSORS HAVE NO OBLIGATION TO CORRECT ANY DEFECTS IN THE 
    SOFTWARE.  

11. Limited Liability.  IN NO EVENT WILL MICROCHIP OR ITS LICENSORS BE 
    LIABLE OR OBLIGATED UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY 
    DIRECT OR INDIRECT DAMAGES OR EXPENSES INCLUDING BUT NOT LIMITED TO 
    INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, 
    LOST PROFITS OR LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, 
    TECHNOLOGY, SERVICES, OR ANY CLAIMS BY THIRD PARTIES (INCLUDING BUT 
    NOT LIMITED TO ANY DEFENSE THEREOF), OR OTHER SIMILAR COSTS.  The 
    aggregate and cumulative liability of Microchip and its licensors 
    for damages hereunder will in no event exceed $1000 or the amount 
    Licensee paid Microchip for the Software and Documentation, 
    whichever is greater.  Licensee acknowledges that the foregoing 
    limitations are reasonable and an essential part of this Agreement.

12. General.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED UNDER 
    THE LAWS OF THE STATE OF ARIZONA AND THE UNITED STATES WITHOUT 
    REGARD TO CONFLICTS OF LAWS PROVISIONS.  Licensee agrees that any 
    disputes arising out of or related to this Agreement, Software or 
    Documentation will be brought exclusively in either the U.S. 
    District Court for the District of Arizona, Phoenix Division, or the 
    Superior Court of Arizona located in Maricopa County, Arizona.  This 
    Agreement will constitute the entire agreement between the parties 
    with respect to the subject matter hereof.  It will not be modified 
    except by a written agreement signed by an authorized representative 
    of Microchip.  If any provision of this Agreement will be held by a 
    court of competent jurisdiction to be illegal, invalid or 
    unenforceable, that provision will be limited or eliminated to the 
    minimum extent necessary so that this Agreement will otherwise remain 
    in full force and effect and enforceable.  No waiver of any breach of 
    any provision of this Agreement will constitute a waiver of any prior, 
    concurrent or subsequent breach of the same or any other provisions 
    hereof, and no waiver will be effective unless made in writing and 
    signed by an authorized representative of the waiving party. Licensee 
    agrees to comply with all import and export laws and restrictions and 
    regulations of the Department of Commerce or other United States or 
    foreign agency or authority. The indemnities, obligations of 
    confidentiality, and limitations on liability described herein, and 
    any right of action for breach of this Agreement prior to termination,
    will survive any termination of this Agreement. Any prohibited 
    assignment will be null and void.  Use, duplication or disclosure by 
    the United States Government is subject to restrictions set forth in 
    subparagraphs (a) through (d) of the Commercial Computer-Restricted 
    Rights clause of FAR 52.227-19 when applicable, or in subparagraph 
    (c)(1)(ii) of the Rights in Technical Data and Computer Software 
    clause at DFARS 252.227-7013, and in similar clauses in the NASA 
    FAR Supplement.  Contractor/manufacturer is Microchip Technology 
    Inc., 2355 W. Chandler Blvd., Chandler, AZ 85224-6199.

                

If Licensee has any questions about this Agreement, please write to: 
Microchip Technology Inc. 
2355 W. Chandler Blvd., Chandler, AZ 85224-6199 USA. ATTN: Marketing.

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