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+ | 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 " | ||
+ | NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT FOR ACCOMPANYING MICROCHIP SOFTWARE AND DOCUMENTATION | ||
+ | |||
+ | This Nonexclusive Software License Agreement (" | ||
+ | |||
+ | The Software and Documentation are licensed under this Agreement and 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. | ||
+ | |||
+ | (1) | ||
+ | Definitions. As used in this Agreement, the following capitalized terms will have the meanings defined below: | ||
+ | a. | ||
+ | " | ||
+ | b. | ||
+ | " | ||
+ | c. | ||
+ | " | ||
+ | d. | ||
+ | " | ||
+ | e. | ||
+ | "Third Party" means Licensee’s agents, representatives, | ||
+ | f. | ||
+ | "Third Party Products" | ||
+ | (2) | ||
+ | Software License Grant. Microchip grants strictly to Licensee a non-exclusive, | ||
+ | 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 no Open Source Components (defined in Section 5 below) are incorporated into such Software in such a way that would affect Microchip’s right to distribute the Software with the limitations set forth herein and provided that Licensee clearly notifies Third Parties regarding 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" | ||
+ | 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, | ||
+ | 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 Section. License Rev. No. 03-060111 | ||
+ | |||
+ | (3) | ||
+ | Documentation License Grant. Microchip grants strictly to Licensee a non-exclusive, | ||
+ | (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, | ||
+ | (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" | ||
+ | (6) Licensee Obligations. | ||
+ | a. | ||
+ | Licensee will ensure Third Party compliance with the terms of this Agreement, and will be liable for any breach of this Agreement committed by such Third Party. | ||
+ | b. | ||
+ | Licensee will not: (i) engage in unauthorized use, modification, | ||
+ | c. | ||
+ | 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' | ||
+ | (7) | ||
+ | Confidentiality. Licensee agrees that the Software (including but not limited to the Source Code, Object Code and library files) and its derivatives, | ||
+ | (8) | ||
+ | Ownership of Proprietary Rights. Microchip and its licensors retain all right, title and interest in and to the Software and Documentation (" | ||
+ | License Rev. No. 03-060111 | ||
+ | |||
+ | (9) | ||
+ | Termination of Agreement. Without prejudice to any other rights, this Agreement terminates immediately, | ||
+ | (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, | ||
+ | (11) | ||
+ | Limited Liability. IN NO EVENT WILL MICROCHIP OR ITS LICENSORS BE LIABLE OR OBLIGATED UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, | ||
+ | LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE LICENSEE PRODUCTS AND THIRD PARTY PRODUCTS, INCLUDING DETERMINING WHETHER SUCH PRODUCTS INFRINGE A PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. LICENSEE AGREES THAT MICROCHIP HAS NO OBLIGATION TO INDEMNIFY OR DEFEND LICENSEE IN THE EVENT THAT A THIRD PARTY MAKES A CLAIM REGARDING LICENSEE PRODUCTS OR THIRD PARTY PRODUCTS. | ||
+ | (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 in the courts of the State of Arizona. The parties agree to waive their rights to a jury trial in actions relating to this Agreement. If either the 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' | ||
+ | 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) 2011 Microchip Technology Inc. All rights reserved. | ||
+ | |||
+ | License Rev. No. 03-060111 | ||
+ | |||
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