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 "CANCEL," AND DO NOT DOWNLOAD OR INSTALL THIS SOFTWARE. 

MICROCHIP NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT
FOR MICROCHIP MIWI™ WIRELESS NETWORKING PROTOCOL STACK

This Microchip Nonexclusive Software License Agreement (“Agreement”) is a contract between you, your heirs, successors and assigns (“Licensee” or “you”) and Microchip Technology Incorporated, a Delaware corporation, with a principal place of business at 2355 W. Chandler Blvd., Chandler, AZ 85224-6199, and its subsidiaries including, Microchip Technology (Barbados) II Incorporated (collectively, “Microchip”) for the accompanying Microchip software, including Microchip MiWi™ Wireless Networking Protocol Stack and any personal computer programs, and any modifications or updates thereto (collectively, the “Software”), and accompanying documentation, including images and any other graphic resources provided by Microchip (“Documentation”).  

1.	Definitions.  As used in this Agreement, the following capitalized terms will have the meanings defined below:
	a.	“Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
	b.	“Licensee Products” means Licensee products that use or incorporate Microchip Products.
	c.	“Microchip Products” means Microchip AVR®, MEGA, SAM, XMEGA® devices and other Microchip integrated circuit devices.
	d.	“Source Code” means the software computer programming code used to create the Software which may be printed out and displayed in human readable form (including related programmer comments and documentation, if any) and error corrections, improvements, modifications and updates.
	e.	“Third Party” means Licensee’s agents, clients, consultants, customers, contract manufacturers, distributors, or resellers.
2.	Software License Grant.  Subject to Licensee’s compliance with the terms of this Agreement, Microchip grants strictly to Licensee a non-exclusive, non-transferable, worldwide license:
	a.	To use the Software in connection with the development of Licensee Products; 
	b.	If Source Code is provided by Microchip to Licensee, to modify the Source Code for the sole purpose of rendering the Software operable with Licensee Products (“Modified Software”); and
	c.	To distribute the Software or Modified Software to Third Parties solely for use with or incorporation into Licensee Products, provided that Licensee ensures that: (i) such Third Party agrees to be bound by this Agreement (in writing or by “click to accept”), (ii) this Agreement accompanies such distribution; and (iii) Licensee clearly notifies Third Parties regarding the source of such Modified Software. 
	Except as expressly described in this Section 2 or the Documentation, Licensee cannot: (i) embed the Software or Modified Software on a non-Microchip Product and (ii) distribute Source Code to Third Party(ies). 
3.	License Restrictions.  Licensee agrees: 
	a.	Not to use the Software in any manner that could damage, disable, overburden, or impair the Software (or servers or networks connected to the Software), nor may Licensee use the Software in any manner that could interfere with any other party’s use and enjoyment of the Software (or servers or networks connected to the Software); and
	b.	That Licensee is solely responsible for (and Microchip has no responsibility to Licensee or to any third party for) Licensee’s use of the Software, any breach of Licensee’s obligations under this License, and for the consequences (including any loss or damage which Microchip may suffer) of any such breach.  
4.	Documentation License Grant.  Subject to Licensee’s compliance with the terms of this Agreement, Microchip grants to Licensee a non-exclusive, non-transferable, worldwide license to use the Documentation in support of the authorized use of the Software as set forth in this Agreement.
5.	Licensee Obligations.  Licensee will not: (a) engage in unauthorized use, modification, disclosure or distribution of Software or Documentation, or its modifications or derivatives; (b) use all or any portion of the Software, Documentation, or its modifications or derivatives except in conjunction with Microchip Products, or Licensee Products as set forth in this Agreement; 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; and (z) breach of this Agreement.  
6.	Confidentiality.  Licensee agrees that the Software (including but not limited to the source code, object code and library files) and its modifications or 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, Licensee 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.
7.	Ownership of Proprietary Rights.  Licensee acknowledges that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Microchip and/or third parties own and retain all right, title and interest in and to the Software and content, including Modified Software or any other Software modifications, but excluding your preexisting proprietary and confidential information, that may be presented or accessed through the Software, including without limitation all Intellectual Property Rights therein and thereto. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive Source Code from the Software or content that may be presented or accessed through the Software for any purpose, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Microchip’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software.
8.	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. Microchip may terminate this Agreement immediately, for any reason, by written or verbal notice to Licensee or Third Party. Upon termination, Licensee and Third Party will immediately stop using the Software, Modified Software, Source Code, Documentation, modifications and derivatives thereof, and immediately destroy all such copies.
9.	Indemnity.  To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Microchip, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of the Software, including without limitation your downloading, installation, or use of the Software, your violation of these Terms and Conditions, the use, modification, disclosure or distribution of the Software, Documentation or any Intellectual Property Rights related thereto, the sale of Licensee Products, and Licensee and Third Party non-compliance requirements.  
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, 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. The Software and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this License. Unpublished-rights reserved under the copyright laws of the United States.
	
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. License Rev. No. 09-04252017

Copyright © 2007-2018, Microchip Technology Incorporated.  All rights reserved.

