Professional Documents
Culture Documents
License Agreement
License Agreement
1. LICENSE GRANT. Subject to all of the terms and conditions of this Agreement,
Company grants You a non-exclusive, non-sublicensable, non-transferable license to use
the Software with Company products, modify the Software for use with Company
products, and market, sell or otherwise distribute:
(a) Your end application that integrates Software and Company products ("Licensee
Product"); or
(b) Your modifications to the Software provided that the modified Software has the
following copyright and disclaimer notice prominently posted in a location where end
users will see it (e.g., installation program, program headers, About Box, etc.):
"Copyright (c) 2005-2012 Microchip Technology Inc. All rights reserved. This version of
the PICkit(tm) 3 Programmer Software has been modified by [INSERT YOUR NAME,
DATE OF SOFTWARE MODIFICATION HERE]. You may use, copy, modify and
distribute the Software for use with Microchip products only. If you distribute the
Software or its derivatives, the Software must have this copyright and disclaimer notice
prominently posted in a location where end users will see it (e.g., installation program,
program headers, About Box, etc.). To the maximum extent permitted by law, this
Software is distributed "AS IS" and WITHOUT ANY WARRANTY INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR PARTICULAR PURPOSE, or NON-INFRINGEMENT. IN NO EVENT
WILL MICROCHIP OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING
FROM OR RELATED TO THE USE, MODIFICATION OR DISTRIBUTION OF THIS
SOFTWARE OR ITS DERIVATIVES."
You may not 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 notwithstanding the foregoing limitations.
All copies of the Software created by You or for You, including derivatives, must include
the copyright, trademark and other proprietary notices as they appear on the original or,
in the event You modified the Software, the notice listed above. You may not remove or
alter any identifying screen that is produced by the Software.
2. OWNERSHIP AND TITLE. Software is licensed pursuant to the Agreement, not sold.
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 shall remain in Company. You
will not obtain ownership rights to derivatives of Software, and by accepting the terms of
this Agreement assign any such rights to Company that You do receive. Except as
specifically stated in the Agreement, you are granted no other rights, express or implied,
to the Software, derivatives thereof, or other Company intellectual property such as trade
secrets, patents, copyrights, and trademarks.
3. CONFIDENTIALITY. You agree not to disclose Software to any third party, except as
permitted by this Agreement. To the extent that Software becomes part of the public
domain, is independently developed, or obtained free from any obligation of
confidentiality then the obligation of confidentiality under this Agreement shall not apply.
7. INDEMNITY. You will indemnify and hold Company and its licensor(s), its related
companies and its suppliers, harmless for, from and against, any claims, costs (including
attorney's fees), damages or liabilities, including without limitation product liability
claims, arising out of: (a) Your use, modification and distribution of the Software and its
derivatives; or (b) violation of this Agreement. COMPANY AND ITS LICENSOR(S)
ASSUME NO RESPONSIBILITY FOR, NOR INDEMNIFY YOU AGAINST, ANY
PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY CLAIMS
BROUGHT AGAINST YOU RELATING TO THE SOFTWARE.
11. CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS. You agree that this
Agreement and any conflicts regarding Software, shall be construed, interpreted and
governed by the laws, and subject to the exclusive jurisdiction of the state or territory in
the Company Terms and Conditions of Sale ("T&Cs"). In the event that the T&Cs do not
apply or the choice of law or jurisdiction are not indicated therein, then this Agreement
shall be construed, interpreted and governed by the laws, and subject to the exclusive
jurisdiction of the State of Arizona, U.S.A. without regard to any conflict of laws
principles. You agree that regardless of any law to the contrary, any cause of action
related to or arising out of this Agreement or Software must be filed within one year after
such cause of action arose, or be considered waived.
12. EXPORT COMPLIANCE. You will not export or re-export Software, technical data,
direct products thereof or any other items which would violate any applicable export
control laws and regulations including, but not limited to, those of the United States and
the United Kingdom. You agree that it is Your responsibility to obtain copies of and to
familiarize yourself fully with these laws and regulations to avoid violation.
13. ASSIGNMENT. Neither this agreement nor any rights, licenses or obligations
hereunder, may be assigned by You without the Company's prior written approval.