IMPORTANT:
MICROCHIP IS WILLING TO LICENSE THE MPLAB® C COMPILER FOR PIC32 MCUS 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 DOWNLOAD OR INSTALL THIS SOFTWARE. 

NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT
FOR MICROCHIP MPLAB® C COMPILER FOR PIC32 MCUS SOFTWARE

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, “Company”) for the Company’s MPLAB C Compiler for PIC32 MCUs software accompanying this Agreement (“Software”) and accompany documentation (“Documentation”). 

Except as provided below, “Software” shall include associated media, printed materials, “online” or electronic documentation 

The Software and Documentation are licensed under this Agreement and not sold.  U.S. copyright laws and 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.  LICENSE GRANT.  

(a)  Subject to all of the terms of this Agreement, Company grants Licensee a personal, worldwide, non-exclusive, non-sublicensable, non-transferable limited license to install Software on a single computer and use the Software with Company 32-bit microcontroller products (“Company Products”).  Licensee may modify source code provided by the Company, if any, solely for your internal use consistent with the terms of this Agreement.

Licensee may not modify the Software, create derivatives or reverse engineer (by disassembly, decompilation, translation, or otherwise) Software and 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 Licensee or for Licensee must include the copyright, trademark and other proprietary notices as they appear on the original.  Licensee may not remove or alter any identifying screen that is produced by the Software.

(b)  Subject to the terms of this Agreement, Company 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.

2.  OPEN SOURCE SOFTWARE.  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 of the software licensed under such license, requires that the distributor make the software available in source code format.  

To the extent required by the licenses covering Open Source Components, the terms of such license will apply in lieu of the terms of this Agreement, and Company 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.

For purposes of clarity:

(a)  The assembler, binary utilities, compiler, and linker components of the Software are derived from Free Software Foundation (“FSF”) code governed by the GNU General Public License (“GPL”).  

For copies of the GPL go to http://www.fsf.org.  

(b)  “libgcc.a” and “libgcov.a” library files are derived from FSF code governed by the GPL provided, however, that a binary exception clause covering these library files applies, which states: “In addition the permissions in the GNU General Public License, the Free Software Foundation gives you unlimited permission to link the compiled version of this file into combinations with other programs, and to distribute those combinations without any restriction coming from the use of this file.”  

For a complete machine-readable copy of the source code corresponding to the files listed at Section 2(a)-(b) above, refer to the Company’s website or mail your request and $100 to Microchip Technology Service Center, 2100 West 14th Street, Tempe, AZ 85281. 

3.  THIRD PARTY SOFTWARE.  Notwithstanding the license grant in Section 1 above, Licensee acknowledges that “libc.a,” “libm.a,” and “libe.a” library files (hereafter referred to as, “Standard Library Files”) are covered by third party licenses, as described below.  To the extent required by the licenses for Standard Library Files, the terms of such license will apply in lieu of the terms of this Agreement.  To the extent the terms of the licenses applicable to Standard Library Files prohibit any of the restrictions in this Agreement with respect to such Standard Library Files, such restrictions will not apply to such Standard Library Files.

The Standard Library Files are derived from software developed by the Company, MIPS Technologies, and/or the University of California, Berkeley and its contributors.  The following terms shall apply to Standard Library files:  

(a)  With respect to the portions of the Standard Library Files derived from software developed by MIPS Technologies (“MIPS Files”), Licensee agrees that use as described in Section 1 is permitted provided that Licensee complies with the remaining terms of this Agreement including the terms of subparagraphs (i)-(ii) of this Section 3(a):

(i)   All copies and derivatives works of MIPS Files shall contain all copyright and other proprietary notices contained in the MIPS Files; and

(ii)  If the Company, in its sole discretion, provides Licensee a copy of MIPS Files source code, Licensee agrees to grant and does hereby grant to Company and MIPS Technologies a perpetual, irrevocable, non-exclusive worldwide, royalty-free, fully-paid up right and license (including the right to sublicense and grant further sublicensing rights) under Licensee’s intellectual property rights in any modifications to the MIPS Files to extent that the Company and MIPS Technologies may use, modify and create derivative works from such modifications in conjunction with making, using, offering for sale and selling or otherwise distributing products (which may include such modifications and derivatives thereof), and sublicensing the rights granted in this Section 3(a)(ii) in order to provide a freedom to use such modifications when created by Licensee.  

(b)  With respect to the portions of the Standard Library Files derived from software developed by the University of California, Berkeley and its contributors (“BSD Files”), Licensee agrees that  use as described in Section 1 is permitted provided that Licensee complies with the remaining terms of this Agreement including the terms of subparagraphs (i)-(iii) of this Section 3(b):

(i)  Redistributions in binary form must reproduce all copyright notices and other proprietary notices appearing in the BSD Files, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution;

(ii)  Neither the name of the University nor the names of its contributors may be used to endorse or promote products derived from the BSD Files without specific prior written permission; and

(iii)  BSD FILES ARE PROVIDED BY THE REGENTS AND ITS CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE ARE DISCLAIMED.  IN NO EVENT SHALL THE REGENTS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE BSD FILES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

4.  OWNERSHIP AND TITLE.  All right, title and interest, including intellectual property rights, in and to Software, implementation of the Software in microcontrollers, and hardware and software implementations of Software shall remain in Company and its licensors.  Licensee will not obtain ownership rights to any derivatives of Software, and by accepting the terms of this Agreement assigns any such rights to Company and its licensors that Licensee does receive.  Except as specifically stated in the Agreement, Licensee is granted no other rights, express or implied, to the Software or other Company intellectual property such as trade secrets, patents, copyrights, and trademarks.

5.  CONFIDENTIALITY.  Licensee agrees (i) to use the Software only as necessary to exercise its rights or fulfill its obligations under this Agreement; (ii) to implement reasonable procedures to prohibit disclosure, unauthorized duplication or misuse of the Software; and (iii) not to disclose Software to employees not having a need to know or to any third party.  Without limiting the foregoing, Licensee shall at all times protect the Software with at least the same standard of care as it exercises to protect its own confidential information of like importance, but in no event less than reasonable care.  The obligation of confidentiality under this Agreement shall not apply to the extent that Software is or becomes rightfully known by Licensee through disclosure from a third party without an obligation to maintain its confidentiality, is or becomes generally known to the public through no fault of Licensee, or is independently developed by Licensee without use of the Software.

6.  BENCHMARKING.  This Agreement does not prevent you from using the Software for internal benchmarking purposes.  However, Licensee shall treat any and all benchmarking data relating to the Software, and any other results of Licensee’s use or testing of the Software that are indicative of its performance, efficacy, reliability or quality, as confidential information and Licensee shall not disclose such information to any third party without the Company’s express written permission.  The foregoing restriction applies to benchmarking data that relates to the Software as a whole or any portion thereof, including any Open Source Components and Standard Library Files, and such restriction is a condition to exercising the licenses granted herein in the Software, but will not be deemed a condition to the use of any Open Source Components, to the extent such restriction would be prohibited by the license applicable to such Open Source Components.

7.  TERMINATION OF AGREEMENT.  Without prejudice to any other rights, Company or licensors may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. Upon termination, Licensee will stop using the Software and immediately destroy all copies of the Software.

8.  DANGEROUS APPLICATIONS. Licensee warrants that Licensee will not use Software in a dangerous, hazardous, or life supporting application where the failure of such application could lead directly to death, personal injury, or environmental damage, without the express prior written consent of the Company.

9.  INDEMNITY.  Licensee will indemnify and hold Company and its licensors, 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) use and distribution of the Software, or (b) violation of this Agreement.

10.  NO WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS LICENSORS PROVIDE SOFTWARE "AS IS" AND EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  YOU ASSUME THE ENTIRE RISK ARISING OUT  OF USE OR PERFORMANCE OF SOFTWARE.COMPANY AND ITS LICENSORS ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR ERRORS OR OMISSIONS OF SOFTWARE AND DO NOT WARRANT THE FOLLOWING: (A) THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET YOUR REQUIREMENTS, (B) THE OPERATION OF SOFTWARE WILL BE  UNINTERRUPTED OR ERROR-FREE, OR (C) ANY DEFECTS IN SOFTWARE WILL BE CORRECTED.

11.  PATENT AND COPYRIGHT INFRINGEMENT.  SUBJECT TO THE CONDITIONS STATED IN THIS SECTION 11 AND THE FOLLOWING SECTION 12 REGARDING LIMITATIONS OF LIABILITY, COMPANY WILL DEFEND ANY SUIT OR PROCEEDING BROUGHT AGAINST YOU TO THE EXTENT IT IS BASED ON A CLAIM THAT SOFTWARE MANUFACTURED AND SUPPLIED BY THE COMPANY TO YOU CONSTITUTES DIRECT INFRINGEMENT OF A PATENT OR COPYRIGHT ("CLAIM"), EXCEPT WHERE THE ALLEGED CLAIM IS BASED ON: (A) THE COMPANY'S COMPLIANCE WITH YOUR DESIGNS OR SPECIFICATIONS; (B) YOUR USE OF SOFTWARE IN COMBINATION WITH ANY OTHER PRODUCT OR PROCESS, INCLUDING BUT NOT LIMITED TO INTEGRATING SOFTWARE INTO A SYSTEM, WHETHER DIRECT OR CONTRIBUTORY INFRINGEMENT; (C) MODIFICATION OF SOFTWARE AFTER COMPANY DELIVERED IT; (D) YOUR USE OF SOFTWARE IN A MANNER FOR WHICH IT IS NOT DESIGNED; OR (E) OPEN SOURCE COMPONENTS OR THE STANDARD LIBRARY FILES. 

12.  LIMITATION OF LIABILITY.

A.  IN GENERAL.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE, WHETHER IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED, OR ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE, 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, OR WASTED MANAGEMENT TIME, EVEN IF COMPANY OR ITS LICENSORS HAVE BEEN ADVISED OF THEIR POSSIBILITY OR THEY ARE FORESEEABLE.

B.  AGGREGATE LIMIT OF LIABILITY.  SUBJECT TO SECTIONS ABOVE REGARDING LIMITED PRODUCT LIABILITY, PATENT AND COPYRIGHT INFRINGEMENT, AND THIS SECTION 12 (PARAGRAPHS A, C, AND D), THE COMPANY AND ITS LICENSORS TOTAL AGGREGATE LIABILITY IN CONTRACT, WARRANTY, REPRESENTATION, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE PAID FOR THE SOFTWARE.

C.  DEATH AND PERSONAL INJURY.  NOTHING IN THIS ACKNOWLEDGMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR ANY OTHER LIABILITY NOT EXCLUDABLE BY LAW.

D.  YOUR RESPONSIBILITY FOR PRODUCTS AND PROCESSES.  WITHOUT AFFECTING THE COMPANY'S RESPONSIBILITIES TO YOU UNDER THIS ACKNOWLEDGMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR: (I) ANY PRODUCT OR PROCESS USING OR INCORPORATING THE SOFTWARE; (II) TESTING THE SOFTWARE AND DETERMINING THEIR SUITABILITY FOR YOUR APPLICATION, PRODUCT OR PROCESS; AND (III) DETERMINING WHETHER YOUR PRODUCTS OR SYSTEMS USING SOFTWARE INFRINGE THIRD-PARTY PATENTS, COPYRIGHTS, OR OTHER PROPRIETARY RIGHTS.

13.  SURVIVAL.  Sections 2, 4-10, 12-17 shall survive termination of this Agreement.  Further, Licensee’s obligation not to modify, reverse engineer, copy or reproduce Software as described in Section 1 above shall survive termination of this Agreement.

14.  CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS.  Licensee agrees that this Agreement and any conflicts regarding Software, shall 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 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.

15.  EXPORT COMPLIANCE.  Licensee’s use of Software must comply with all U.S. laws, restrictions and regulations. Licensee shall not violate export restrictions of the U.S. Department of Commerce or other United States or foreign agency or authority.

16.  ASSIGNMENT.  Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned by Licensee without the prior written approval of the Company.

17.  ENTIRE AGREEMENT, MODIFICATIONS AND WAIVER.  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.  Except as expressly set forth in this Agreement, no modification of this Agreement will be effective unless made in writing signed by Company or licensors.  No failure or delay by Company or its licensors to assert any rights or remedies arising from a breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights and remedies, nor shall failure or delay to assert a breach be deemed to waive that or any other breach.  If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement and replaced with a valid provision that comes closest to the intention underlying the invalid provision.

License Rev. No. 1-032307