LIMITED LICENSE AGREEMENT

You (“Company” or “You”) must read this Limited License Agreement (this "Agreement") carefully and thoroughly before downloading, installing, and/or using any software or content (“Software”) provided herewith.  BY DOWNLOADING, INSTALLING AND/OR USING ANY SOFTWARE OR CONTENT, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL/COMPLETE INSTALLATION OF, OR USE THE SOFTWARE OR CONTENT.

1.	Grant of License.  Atmel grants Company a non-exclusive, non-transferable, limited license:  (a) to internally use the Software as a development platform solely in connection with an Atmel microcontroller product (“Atmel Product”), (b) to internally modify the source code version of the Software solely as necessary to implement such Software in products developed by Company that incorporate an Atmel Product (“Company Products”), and (c) to distribute the Software solely as implemented in Company Products.  Company shall not use the Software for any purpose other than as specifically authorized herein.  
	
2.  	Title.  As between the parties, Atmel retains full rights, title, and ownership including all patents, copyrights, trade secrets, trade names, trademarks, and other intellectual property rights in and to the Software.  Company agrees to take all reasonable steps to prevent unauthorized disclosure of the Software.

3.  	No Other Rights.  Except as expressly stated herein, this Agreement does not grant Company, by implication, estoppels or otherwise, any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses in respect of the Software.  Atmel will not provide any support or maintenance for the Software.  Company will be solely responsible for supporting its customers, including resellers and end users.

4.	No Support and Disclaimer of Warranty.  Atmel is not obligated to furnish or make available to Company any further information, software, technical information, know-how, show-how, bug-fixes, or support. Atmel reserves the right to make changes to the Software without further notice. ATMEL IS PROVIDING THE SOFTWARE TO COMPANY “AS IS”, “WITH ALL FAULTS”, AND WITH NO WARRANTY WHATSOEVER. ATMEL MAKES NO WARRANTY THAT THE SOFTWARE IS COMPLETE, VERIFIED, OR VALIDATED.  ATMEL IS MAKING NO REPRESENTATION THAT THE SOFTWARE IS FREE FROM ANY CLAIMS OF INFRINGEMENT.  ATMEL MAKES NO WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY, CONTRACTUAL OR OTHERWISE WITH RESPECT TO THE SOFTWARE, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING.  

5.	Notice and Protection.  Company agrees not to remove or destroy any proprietary trademark or copyright markings or notices placed upon or contained within the Software or any related documentation. 

6.  	Export.  Company acknowledges that the certain laws and regulations may restrict the export and re-export of the Software.  Company will not export or re-export any Software (including the diskettes, related documentation and/or any hardware peripherals) in any form without the appropriate United States and foreign governmental approval.

7.	Termination.  The license will automatically terminate if Company fails to comply with any of the terms and conditions of the license.  Upon termination for any reason, Company will immediately destroy or return to Atmel the Software, including all documentation and all whole or partial copies of the Software.

8.  	LIMITATION OF LIABILITY.  IN NO EVENT SHALL ATMEL BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE OR ANY OTHER ASPECT OF THIS AGREEMENT, EVEN IF ATMEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF ATMEL ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS (US$1,000) OR THE PRICE PAID BY COMPANY TO ATMEL FOR THE SOFTWARE.

9.  	General.  This Agreement and all transactions concluded hereunder shall be governed by the laws of the State of California, as such laws are applied to contracts entered into and performed entirely in California by California residents.  Any litigation relating to this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California, or the federal courts located in the Northern District of California.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be construed in such a manner that it becomes valid and enforceable and so as to reflect most closely the intent of the parties in agreeing upon the provision in the first place, and the remaining provisions of this Agreement shall continue in full force and effect and shall not in any way be affected or impaired by any such determination of invalidity, illegality or unenforceability.

THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN ATMEL AND COMPANY AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND COMMUNICATIONS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.  NO DIFFERENT OR ADDITIONAL TERMS WILL BE ENFORCEABLE AGAINST ATMEL UNLESS ATMEL GIVES ITS EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS OF THIS AGREEMENT.
