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1 IMPORTANT.
3 MICROCHIP IS WILLING TO LICENSE THE MPLAB(TM) IDE 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 OPEN, DOWNLOAD OR INSTALL THIS SOFTWARE.
4 MPLAB IDE LICENSE
6 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 its principal place of business at 2355 W. Chandler Blvd., Chandler, AZ 85224-6199, and its subsidiary Microchip Technology (Barbados) Incorporated (collectively, "Microchip"), for the MPLAB IDE software accompanying this Agreement and any updates thereto ("Software"), and accompanying documentation, including all images and any other graphic resources provided by Microchip ("Documentation").
8 The Software and Documentation are licensed under this Agreement, not sold. U.S. copyright laws, 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.
10 1. LICENSE GRANT.
12 (a) Software License Grant. Subject to all of the terms of this Agreement, Microchip grants strictly to Licensee a personal, worldwide, non-exclusive, non-sublicensable, non-transferable, limited license to use and modify the Software solely for use with Microchip microcontrollers, Microchip digital signal controllers, and other Microchip products ("Microchip Products").
14 Licensee will not: (i) engage in unauthorized use, modification, disclosure, or distribution of Software, Documentation, or its derivatives; (ii) use all or any portion of the Software, Documentation, or its derivatives except in conjunction with Microchip Products; (iii) create derivatives or reverse engineer (by disassembly, decompilation, translation, or otherwise) Software or any portion thereof; (iv) or copy or reproduce all or any portion of Software, except to the extent that such activity is specifically allowed by this Agreement or expressly permitted by applicable law not withstanding the foregoing limitations.
16 All copies of the Software created by Licensee or for Licensee must include the copyright, trademark and other proprietary notices as they appear on the original. Licensee will not remove or alter any identifying screen that is produced by the Software.
18 (b) Documentation License Grant. Subject to the terms of this Agreement, Microchip grants strictly to Licensee a personal, worldwide, non-exclusive, non-sublicensable, non-transferable, limited license to use the Documentation in support of Licensee's authorized use of the Software.
20 (c) Audit. Microchip's authorized representatives will have the right to reasonably inspect, announced or unannounced and in its sole and absolute discretion, Licensee's premises and to audit Licensee's records and inventory of Licensee's use of the Software, whether located on Licensee's premises or elsewhere, at any time, in order to ensure Licensee's adherence to the terms of this Agreement.
22 2. OPEN SOURCE SOFTWARE.
24 Notwithstanding the license grant in Section 1 above, Licensee acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Components"), which 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 require certain notices and/or information related to Open Source Components or require the software be made available in source code format.
26 To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this Agreement, and Microchip hereby represents and warrants that the licenses granted to such Open Source Components will be no less broad than the license granted in Section 1. 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 Component, such restrictions will not apply to such Open Source Component.
28 For example, Netbeans 6.9 distributed with the Software is licensed under the terms of the Common Development and Distribution License ("CDDL"). Licenses applicable to Netbeans can be found in the NETBEANSLICENSES.txt and THIRDPARTYLICENSE.txt files or at http://netbeans.org/about/legal/product-licences.html.
30 For a complete machine-readable copy of the source code corresponding to the files listed in this Section 2, refer to Microchip's website or mail your request and $100 to Microchip Technology Service Center, 2100 West 14th Street, Tempe, AZ 85281.
32 3. THIRD PARTY SOFTWARE.
34 Notwithstanding the license grant in Section 1 above, 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. 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.
36 4. OWNERSHIP AND TITLE.
38 All right, title and interest, including intellectual property rights, in and to Software, derivatives thereof, implementation of the Software in microcontrollers, and hardware and software implementations of Software or derivatives will remain in Microchip and its licensors. Licensee will not obtain ownership rights to derivatives of Software and, by accepting the terms of this Agreement, agrees that all copies, modifications and derivative works will be considered works made for hire with ownership vesting in Microchip upon 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 Except as specifically stated in the Agreement, Licensee is granted no other rights, express or implied, to the Software or other Microchip intellectual property such as trade secrets, patents, copyrights, and trademarks.
40 5. CONFIDENTIALITY.
42 (a) Licensee agrees that the Software (including 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 with employees not having a need to know and with any third party. 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, such disclosure will not be deemed a breach of this Agreement provided that Licensee: (x) gives Microchip prompt notice of such requirement in order to allow Microchip to object or limit such disclosure; (y) cooperates with Microchip to protect Proprietary Information; and (z) complies with any protective order in place and discloses only the information required by process of law.
44 (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 damage alone cannot adequately compensate Microchip or its licensors if such provisions are violated. Licensee, therefore, agrees that if Microchip alleges that Licensee or a 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.
46 6. TERMINATION OF AGREEMENT.
48 Without prejudice to any other rights, this Agreement terminates immediately, without notice by Microchip, upon a failure by Licensee to comply with any provisions of this Agreement. Further, Microchip may also terminate this Agreement upon reasonable belief that Licensee failed to comply with this Agreement. Upon termination, Licensee will immediately stop using the Software, Documentation, and derivatives thereof, immediately destroy all such copies, remove Software from any of Licensee's tangible media and from systems on which the Software exists, and stop disclosing, copying, and reproducing Software (even as may be permitted by this Agreement).
50 7. DANGEROUS APPLICATIONS.
52 This Software is not fault-tolerant and is not designed, manufactured, or intended for use in hazardous environments requiring fail-safe performance ("Dangerous Applications"). Dangerous Applications include the operation of nuclear facilities, aircraft navigation, aircraft communication systems, air traffic control, direct life support machines, weapons systems, or any environment or system in which the failure of the Software could lead directly or indirectly to death, personal injury, or severe physical or environmental damage. Microchip specifically disclaims any express or implied warranty of fitness for use of the Software in Dangerous Applications, and any and all liability for losses, damages, and claims resulting from the use of the Software in Dangerous Applications.
54 8. INDEMNITY.
56 Licensee will defend, indemnify and hold Microchip and its licensors, its related companies and its suppliers, harmless for, from and against, any and all claims, costs (including attorney's fees), damages, expenses, liabilities, and losses, including without limitation product liability claims, arising from or related to: (a) the use of the Software, Documentation and derivatives, and any intellectual property rights related thereto; and (b) violation of this Agreement.
58 9. NO WARRANTY.
60 THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION, AS WELL AS ANY DERIVATIVES THEREOF. MICROCHIP AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE ACCURACY, RELIABILITY OR ERRORS OR OMISSIONS OF THE SOFTWARE AND DO NOT WARRANT THAT: (A) THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS; (B) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
62 10. LIMITATION OF LIABILITY.
64 (a) IN GENERAL. IN NO EVENT WILL MICROCHIP OR ITS LICENSORS BE LIABLE OR OBLIGATED, WHETHER IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR OTHERWISE, FOR ANY DIRECT OR INDIRECT DAMAGES OR EXPENSES, INCLUDING INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF SERVICES, LOSS OF CAPITAL, LOSS OF SOFTWARE, LOSS OF USE OR DATA, LOSS OF PROFIT, LOSS OF REVENUES, CONTRACTS, BUSINESS, COST OF REWORK, LOSS OF GOODWILL OR ANTICIPATED SAVINGS, WASTED EXPENSES, WASTED MANAGEMENT TIME, OR ANY CLAIMS OR DEFENSES THEROF BY THIRD PARTIES), EVEN IF MICROCHIP OR ITS LICENSORS HAVE BEEN ADVISED OF THEIR POSSIBILITY OR THEY ARE FORESEEABLE.
66 (b) AGGREGATE LIMIT OF LIABILITY. THE AGGREGATE AND CUMULATIVE LIABILITY OF MICROCHIP AND ITS LICENSORS FOR DAMAGES HEREUNDER, WHETHER IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, WILL NOT EXCEED $1000 OR THE AMOUNT LICENSEE PAID MICROCHIP FOR THE SOFTWARE AND DOCUMENTATION, WHICHEVER IS GREATER.
68 (c) DEATH AND PERSONAL INJURY. NOTHING IN THIS ACKNOWLEDGMENT WILL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR ANY OTHER LIABILITY NOT EXCLUDABLE BY LAW.
70 (d) LICENSEE'S RESPONSIBILITY FOR PRODUCTS AND PROCESSES. WITHOUT AFFECTING MICROCHIP'S RESPONSIBILITIES TO LICENSEE UNDER THIS ACKNOWLEDGMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE AGREES TO BE SOLELY RESPONSIBLE FOR: (I) ANY PRODUCT OR PROCESS USING OR INCORPORATING THE SOFTWARE; (II) TESTING THE SOFTWARE AND DETERMINING THEIR SUITABILITY FOR LICENSEE'S APPLICATION, PRODUCT OR PROCESS; AND (III) DETERMINING WHETHER LICENSEE'S PRODUCTS OR SYSTEMS USING SOFTWARE INFRINGE THIRD-PARTY PATENTS, COPYRIGHTS, OR OTHER PROPRIETARY RIGHTS.
72 11. EXPORT COMPLIANCE.
74 Licensee's use of the Software must comply with all U.S. laws, restrictions and regulations. Licensee will not violate export restrictions of the U.S. Department of Commerce or other United States or foreign agency or authority.
76 12. GOVERNMENT USE.
78 The Software and Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and accompanying Documentation by the U.S. Government is governed solely by the terms of this Agreement, and is prohibited except to the extent expressly permitted by the terms of this Agreement
80 13. ASSIGNMENT.
82 Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned by Licensee without Microchip's prior written approval.
84 14. SURVIVAL.
86 The indemnities, obligations of confidentiality, no warranties 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.
88 15. SEVERABILITY.
90 If any provision of this Agreement is 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.
92 16. WAIVER.
94 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 Microchip.
96 17. CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS.
98 Licensee agrees that this Agreement and any conflicts regarding the Software, Documentation, or any derivatives thereof, will be construed, interpreted and governed by the laws of the State of Arizona, U.S.A., without regard to any conflict of laws provision. Licensee agrees that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Arizona, U.S.A.. Licensee agrees to waive its right to a jury trial in actions relating to this Agreement. Licensee agrees that regardless of any law to the contrary, any cause of action related to or arising out of this Agreement, the Software, Documentation, or any derivatives thereof, must be filed within one year after such cause of action arose, or be considered waived.
100 18. ATTORNEYS' FEES.
102 If either Microchip or Licensee employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs, and other expenses.
104 19. ENTIRE AGREEMENT.
106 This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and merges and supersedes all communications relating to this subject matter, whether written or oral. This Agreement will not be modified except by a written agreement signed by an authorized representative of Microchip.
108 Copyright (c) 2009-2010 Microchip Technology Inc. All rights reserved.
110 License Rev. 060110.