License Rev. No. 05-012412
MICROCHIP IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE AND DOCUMENTATION 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
This 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 subsidiary, Microchip Technology (Barbados) II Incorporated (collectively, "Microchip") for
the accompanying Microchip software including, but not limited to, Graphics Library Software, IrDA Stack Software, MCHPFSUSB
Stack Software, Memory Disk Drive File System Software, mTouch(TM) Capacitive Library Software, Smart Card Library Software, TCP/IP
Stack Software, MiWi(TM) DE Software, Security Package Software, and/or any PC programs and any updates thereto (collectively, the
"Software"), and accompanying documentation, including images and any other graphic resources provided by Microchip
1. Definitions. As used in this Agreement, the following capitalized terms will have the meanings defined below:
a. "Microchip Products" means Microchip microcontrollers and Microchip digital signal controllers.
b. "Licensee Products" means Licensee products that use or incorporate Microchip Products.
c. "Object Code" means the Software computer programming code that is in binary form (including related documentation,
if any), and error corrections, improvements, modifications, and updates.
d. "Source Code" means the Software computer programming code that may be printed out or displayed in human readable
form (including related programmer comments and documentation, if any), and error corrections, improvements, modifications, and
e. "Third Party" means Licensee’s agents, representatives, consultants, clients, customers, or contract manufacturers.
f. "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 to:
a. use the Software in connection with Licensee Products and/or Third Party Products;
b. if Source Code is provided, modify the Software; provided that Licensee clearly notifies Third Parties regarding the source
of such modifications;
c. distribute the Software to Third Parties for use in Third Party Products, so long as such Third Party agrees to be bound by
this Agreement (in writing or by "click to accept") and this Agreement accompanies such distribution;
d. sublicense to a Third Party to use the Software, so long as such Third Party agrees to be bound by this Agreement (in
writing or by "click to accept");
e. with respect to the TCP/IP Stack Software, Licensee may port the ENC28J60.c, ENC28J60.h, ENCX24J600.c, and
ENCX24J600.h driver source files to a non-Microchip Product used in conjunction with a Microchip ethernet controller;
f. with respect to the MiWi (TM) DE Software, Licensee may only exercise its rights when the Software is embedded on a
Microchip Product and used with a Microchip radio frequency transceiver or UBEC UZ2400 radio frequency transceiver which are
integrated into Licensee Products or Third Party Products.
For purposes of clarity, Licensee may NOT embed the Software on a non-Microchip Product, except as described in this
3. Documentation License Grant. Microchip grants strictly to Licensee a non-exclusive, non-transferable, worldwide license to
use the Documentation in support of Licensee's authorized use of the Software
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 the Security Package
Software, 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 terms or requirements.
5. Open Source Components. Notwithstanding the license grant in Section 1 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.
License Rev. No. 05-012412
6. Licensee Obligations. Licensee will not: (a) engage in unauthorized use, modification, disclosure or distribution of Software or
Documentation, or its derivatives; (b) use all or any portion of the Software, Documentation, or its derivatives except in conjunction with
Microchip Products, Licensee Products or Third Party Products; 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 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 such 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, and derivatives thereof, and immediately destroy all
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,
License Rev. No. 05-012412
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.
Copyright (c) 2012 Microchip Technology Inc. All rights reserved.
License Rev. No. 05-012412