License Agreement for usage of the Microchip Graphics Library v1.52
IMPORTANT:
MICROCHIP IS WILLING TO LICENSE THIS GRAPHICS LIBRARY SOFTWARE
AND ACCOMPANYING DOCUMENTATION OFFERED TO YOU ONLY ON THE
CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS. TO
ACCEPT THE TERMS OF THIS LICENSE, CLICK "I ACCEPT" AND PROCEED
WITH THE DOWNLOAD OR INSTALL. IF YOU DO NOT ACCEPT THESE
LICENSE TERMS, CLICK "I DO NOT ACCEPT" AND DO NOT DOWNLOAD OR
INSTALL THIS SOFTWARE.
NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT FOR
MICROCHIP GRAPHICS LIBRARY SOFTWARE Version 1.52
IMPORTANT - READ CAREFULLY
This Nonexclusive Software License Agreement (“Agreement”) is contract between you,
your heirs, agents, 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 subsidiary, Microchip Technology
(Barbados) Incorporated (collectively, “Microchip”) for Microchip's Graphics Library
Software Version 1.52 (“Software”) and accompanying documentation, including images
and any other graphic resources provided by Microchip (“Documentation”).
The Software and Documentation are licensed under this Agreement and not sold. U.S.
copyright laws and international copyright treaties, and other intellectual property laws
and treaties protect the Software and Documentation. Microchip reserves all rights not
expressly granted to Licensee in this Agreement.
1. License and Sublicense Grant.
Definitions. As used this Agreement, the following terms shall have the meanings defined
below:
“Microchip Product” means Microchip microcontroller and digital signal controllers.
“Object Code” means the Software computer programming code provided by Microchip
that is in binary form (including related documentation, if any) and error corrections,
improvements and updates to such code provided by Microchip in its sole discretion, if
any.
“Source Code” means the Software computer programming code provided by Microchip
that may be printed out or displayed in human readable form (including related
programmer comments and documentation, if any), and error corrections, improvements,
updates, modifications and derivatives of such code developed by Microchip, Licensee or
Third Party.
(b) Software License Grant. Subject to the terms of this Agreement, Microchip grants
strictly to Licensee a personal, worldwide, non-exclusive, non-transferable limited license
to use, modify, copy and distribute the Software only when embedded on a Microchip
Product that is integrated into Licensee’s product (hereafter “Licensee Product”) or Third
Party Product pursuant to Section 2(d) below.
Any portion of the Software (including derivatives or modifications thereof) may not be:
embedded on a non-Microchip microcontroller or digital signal controller;
distributed in Source Code or Object Code, except as described in Section 2(d) below.
(c) Documentation License Grant. Subject to all of the terms and conditions of this
Agreement, Microchip grants strictly to Licensee a perpetual, worldwide, non-exclusive
license to use the Documentation within Licensee’s company for purposes of developing
and supporting Conforming Systems.
(d) Sublicense Grants. Subject to terms of this Agreement, Licensee may grant a limited
sublicense to a third party (“Third Party”) to use the Software as described below only IF
such Third Party expressly agrees to be bound by terms of confidentiality and limited use
that are no broader in scope and duration than the confidentiality and limited use terms of
this Agreement:
Third Party may modify Source Code for Licensee.
Third Party may program Software into Microchip Products for Licensee.
Third Party may use Software to develop and/or manufacture Licensee Product.
Third Party may use Software to develop and/or manufacture Third Party Products where
either: (x) the sublicensed Software contains Source Code modified or otherwise
optimized by Licensee for Third Party use; or (y) the sublicensed Software is
programmed into Microchip Products by Licensee on behalf of such Third Party.
Third Party may use the Documentation in support of Third Party’s authorized use of the
Software in conformance with this Section 2(d).
(e) Audit. Authorized representatives of Microchip shall have the right to reasonably
inspect Licensee’s premises and to audit Licensee’s records and inventory of Licensee
Products, whether located on Licensee’s premises or elsewhere at any time, announced or
unannounced, and in its sole and absolute discretion, in order to ensure Licensee’s
adherence to the terms of this Agreement.
2. Licensee’s Obligations.
Licensee will ensure Third Party compliance with the terms of this Agreement.
Licensee will not: (i) engage in unauthorized use, modification, disclosure or distribution
of Software or Documentation, or its derivatives; (ii) use all or any portion of the
Software, Documentation, or its derivatives except in conjunction with Microchip
Products; or (iii) reverse engineer (by disassembly, decompilation or otherwise) Software
or any portion thereof.
(c) Licensee must include Microchip’s copyright, trademark and other proprietary notices
in all copies of the Software, Documentation, and its derivatives. Licensee may not
remove or alter any Microchip copyright or other proprietary rights notice posted in any
portion of the Software or Documentation.
(d) 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 product liability
claims, directly or indirectly arising from or related to: (i) the use, modification,
disclosure or distribution of the Software, Documentation or any intellectual property
rights related thereto; and (ii) the sale of Licensee Products or Third Party Products. THE
FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES
FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.
3. Confidentiality.
(a) Licensee agrees that the Software (including but not limited to the Source Code,
Object Code and library files) and its 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
shall similarly bind its employees and Third Party(ies) in writing. Proprietary Information
shall 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 it 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, such disclosure shall not be deemed a breach of
this Agreement provided that Licensee gives Microchip prompt notice of such
requirement in order to allow Microchip to object or limit such disclosure, Licensee
cooperates with Microchip to protect Proprietary Information, and Licensee complies
with any protective order in place and discloses only the information required by process
of law.
(b) 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 damages 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 petition for injunctive relief, without the requirement for the posting of a
bond, in addition to all other remedies at law or in equity.
4. Ownership of Proprietary Rights.
(a) Microchip and its licensors retain all right, title and interest in and to the Software and
Documentation (“Proprietary Rights”) including, but not limited to: (i) patent, copyright,
trade secret and other intellectual property rights in the Software, Documentation, and
underlying technology; (ii) the Software as implemented in any device or system, all
hardware and software implementations of the Software technology (expressly excluding
Licensee and Third Party code developed and used in conformance with this Agreement
solely to interface with the Software and Licensee Products and/or Third Party Products);
and (iii) all copies and derivative works thereof (by whomever produced). Further, copies
and derivative works shall be considered works made for hire with ownership vesting in
Microchip on creation. To the extent such modifications and derivatives do not qualify as
a “work for hire,” Licensee hereby irrevocably transfers, assigns and conveys the
exclusive copyright thereof to Microchip, free and clear of any and all liens, claims or
other encumbrances, to the fullest extent permitted by law. Licensee and Third Party use
of such modifications and derivatives is limited to the license rights described in Section
1 above.
(b) Licensee shall have no right to sell, assign or otherwise transfer all or any portion of
the Software, Documentation or any related intellectual property rights except as
expressly set forth in this Agreement.
5. Termination of Agreement. Without prejudice to any other rights, this Agreement
terminates immediately, without notice by Microchip, upon a failure by License or Third
Party to comply with any provision of this Agreement. Further, Microchip may also
terminate this Agreement upon reasonable belief that Licensee or Third Party have failed
to comply with this Agreement. Upon termination, Licensee and Third Party will
immediately stop using the Software, Documentation, and derivatives thereof, and
immediately destroy all such copies.
6. Warranties and 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. LICENSEE AND THIRD PARTY ASSUME THE
ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE
AND DOCUMENTATION PROVIDED UNDER THIS AGREEMENT.
7. Limited Liability. IN NO EVENT SHALL MICROCHIP OR ITS LICENSORS BE
LIABLE OR OBLIGATED UNDER CONTRACT, NEGLIGENCE, STRICT
LIABILITY, CONTRIBUTION, BREACH OF WARRANTY, OR OTHER 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.
8. Third Party Technology.
(a) This software is based in part on the work of the Independent JPEG Group. If such
software is provided in source code format, then the applicable license terms are posted in
the ‘IJG License.pdf’ file which can be found in: <Installed Folder>\Microchip\Image
Decoders.
(b) With respect to the uncompressed GIFs, the Graphics Interchange Format© is
copyright of CompuServe Incorporated and the GIF(SM) is a service mark of
CompuServe Incorporated.
9. General.
(a) Governing Law, Venue and Waiver of Trial by Jury. THIS AGREEMENT SHALL
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 shall be brought in the courts of State of
Arizona. The parties agree to waive their rights to a jury trial in actions relating to this
Agreement.
(b) Attorneys' Fees. If either the Microchip or Licensee employs attorneys to enforce any
rights arising out of or relating to this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees, costs and other expenses.
(c) Entire Agreement. This Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof. It shall not be modified except by a
written agreement signed by an authorized representative of the Microchip.
(d) Severability. If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall otherwise
remain in full force and effect and enforceable.
(e) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and signed by an
authorized representative of the waiving party
(f) Export Regulation. Licensee agrees to comply with all export laws and restrictions and
regulations of the Department of Commerce or other United States or foreign agency or
authority.
(g) Survival. The indemnities and obligations of confidentiality herein, and any right of
action for breach of this Agreement prior to termination shall survive any termination of
this Agreement.
(h) Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder,
may be assigned by Licensee without the prior written approval of Microchip except
pursuant to a merger, sale of all assets of Licensee or other corporate reorganization,
provided that assignee agrees in writing to be bound by the Agreement.
(i) Restricted Rights. 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 85225-6199.
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.
Microchip Graphics Library Software Version 1.52 Copyright © 2008 Microchip
Technology Inc. All rights reserved.
License Rev. (290808)