Software License Agreement

IMPORTANT - READ CAREFULLY. This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Microchip Technology Incorporated and its subsidiary Microchip Technology (Barbados) Incorporated (in the aggregate referred to as "Microchip") for Microchip's mTouchTM Software distributed in connection with this EULA, including but not limited to any source code, object code, and HEX files included in the media (hereinafter the "Software") and accompanying documentation (hereinafter the "Documentation"). The Software and Documentation provided herewith are intended, and supplied to you, for use solely and exclusively in a system that incorporates Microchip microcontroller or Microchip digital signal controller products and for no other use or purpose whatsoever. Microchip will license the Software and Documentation to you only if you first accept the terms of this agreement. By indicating acceptance below, or by otherwise installing, copying or using the Software or Documentation, you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, so indicate below and promptly destroy any copies of the Software on your system and return the unused Software for a full refund of moneys paid for this Software, if any, if you received it by physical media.

THE SOFTWARE AND DOCUMENTATION MAY BE ACCESSED ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. PLEASE INDICATE YOUR ACCEPTANCE OR NON-ACCEPTANCE BY SELECTING "I ACCEPT" OR "I DO NOT ACCEPT" AS INDICATED BELOW.

The Software and Documentation are protected by U.S. copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

  1. Ownership and Title.

    All right, title and interest, including intellectual property rights, in and to the Software and the Documentation shall remain in Microchip. The Software and Documentation are licensed pursuant to this agreement, not sold. Microchip owns all proprietary rights to the mTouchTM sensing solution technology, including, but not limited to, sensing, decision making and responsive action as implemented in mTouchTM technology including all hardware and software implementations of the technology. Microchip reserves all rights not expressly granted to you.

  2. Grant of Limited License and Restrictions.

    Subject to all of the terms and conditions of this agreement, Microchip grants to you a worldwide, fully paid-up, non-exclusive license to reproduce, have reproduced, market, sell, distribute and use the object code or HEX files in the Software, but not any source code files contained in the Software, for the sole and limited purpose of integrating mTouchTM technology into your own "conforming systems" that you will distribute. Conforming systems are those systems, which incorporate Microchip microcontroller or Microchip digital signal controller products in the same system. No license is hereby granted to the Software for any purpose other than integrating the mTouchTM technology into a conforming system and no license is granted to distribute the software in a form other than as part of a conforming system.

    Subject to all of the terms and conditions of this agreement, Microchip further hereby grants to you a world-wide, fully paid-up, non-exclusive license to use the Documentation provided with the Software internally only. The Documentation may not be reproduced, displayed, distributed, or disclosed to any third party.

    You may enter into agreements or arrangements with individuals or entities other than Microchip for the reproduction of the Software for the sole purpose of incorporating the mTouchTM technology into your conforming system; provided, however, that you, prior to any negotiations or discussion with individuals other than Microchip with respect to the reproduction of Software, first obtain an executed non- disclosure/confidentiality agreement with those individuals or entities in a form and content approved in advance by Microchip that requires all reproductions be incorporated into your conforming system. All copies of the Software created by you or for you must include at least the Microchip's copyright, trademark and other proprietary notices.

    You may not remove or alter any Microchip copyright, trademark, or other proprietary rights notice contained in any portion of the Software or Documentation that bear such a notice or in any reproductions thereof. You may not remove or alter any identifying screen that is produced by the Software.

    You may modify, adapt and prepare derivative works of the Software only as necessary to incorporate the mTouchTM technology into your conforming system, and may distribute any such derivative works as part of your conforming system without additional license or fees in object code or HEX files only, subject to all of the terms and conditions of this agreement. You may not prepare derivative works of the Documentation.

    This license is not transferable or sub-licensable. Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned by you without the prior written approval of Microchip.

    This license does not allow any sublicense, distribution, display, or disclosure of the Software source code or Documentation or any other proprietary rights to any third party in any circumstance or manner, and you agree that you will not engage in any such sublicensing, disclosure or distribution, without the prior written consent of Microchip.

    You may use the Software only with respect to the manufacture and sale of your own conforming system. You have no right to sell, assign, lend, rent, lease or otherwise transfer all or any portion of the Software or the proprietary rights for the Software except as expressly set forth herein, and this agreement grants no additional manufacturing, sales or marketing rights.

    You may not reverse engineer (by disassembly, decompilation or otherwise) the Software and may not copy or reproduce all or any portion of the Software, except and only to the extent that such activity is specifically allowed by this agreement or expressly permitted by applicable law notwithstanding the foregoing limitations. You may not copy or reproduce all or any portion of the Documentation without the express written consent of Microchip.

  3. Confidentiality.

    You agree not to disclose the Software or Documentation, in whole or in part, or any proprietary information, including but not limited to any idea, concept, know-how, or technology, contained in or embodied by the Software or Documentation (collectively, "Confidential Information") to any third party. Confidential Information shall not include any information which is in or becomes part of the public domain or which is independently developed or which is independently obtained free from any obligation of confidentiality.

  4. Termination of Agreement.

    This EULA is effective as of the date of your acceptance and shall remain in effect unless terminated by Microchip pursuant to the provisions of this section. Without prejudice to any other rights, Microchip may terminate this agreement if you fail to comply with the terms and conditions of this agreement. Upon termination, you will immediately destroy all copies of the Software and will return all Documentation. You will have a reasonable period after the termination of this Agreement to sell the existing inventory of your conforming systems.

  5. Indemnity.

    You will indemnify and hold Microchip, its related companies and its suppliers harmless for, from and against, any claims or liabilities, including without limitation product liability claims, arising out of the use, reproduction or distribution of your products that incorporate the Software, or any unauthorized use or sale by you of your product or any unauthorized use or disclosure of any information regarding the Software, the Documentation or any other proprietary rights of Microchip.

  6. Limited Warranty and Limited Liability.

    The only warranty made by Microchip is that the original media in which the Software is embodied and which are distributed by Microchip shall be free of defects in materials and workmanship for a period of 90 days after delivery to you. Microchip's and its suppliers' entire liability and your exclusive remedy shall be limited to the replacement of the original media, if defective, within a reasonable period of time.

    EXCEPT AS SPECIFICALLY PROVIDED IN THE PREVIOUS TWO SENTENCES, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY.

    THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND OTHER DOCUMENTATION PROVIDED UNDER THIS AGREEMENT IS ASSUMED BY YOU, AND MICROCHIP DISCLAIMS ALL RESPONSIBILITY FOR THE ACCURACY OR APPLICATION OR OF ERRORS OR OMISSIONS IN THE SOFTWARE AND DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IN NO EVENT SHALL MICROCHIP BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ANY CLAIMS BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF), ANY CLAIMS FOR INDEMNITY OR CONTRIBUTION, OR OTHER SIMILAR COSTS.

  7. Patent and Copyright Infringement.

    YOU ACKNOWLEDGE THAT

    • (a) mTouchTM SOFTWARE, EMBEDDED TECHNOLOGY, OR SERVICES RELATED THERETO ( HEREAFTER "MTOUCH") PERTAIN TO CAPACITIVE SENSING FUNCTIONS,

    • (b) THE DESIGN OF ALL ASPECTS OF ANY PRODUCT(S) OR SYSTEM(S) EMPLOYING MTOUCH IS SOLELY YOUR RESPONSIBILITY, AND

    • (c) IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER YOUR PRODUCTS OR SYSTEMS EMPLOYING MTOUCH INFRINGE A PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES. YOU AGREE THAT MICROCHIP SHALL HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU IN THE EVENT THAT A THIRD PARTY ASSERTS OR PROVES A CLAIM THAT ONE OR MORE OF YOUR SYSTEMS OR PRODUCTS EMPLOYING MTOUCH INFRINGE A THIRD PARTY'S PATENTS, COPYRIGHTS, OR OTHER PROPRIETARY RIGHTS (HEREINAFTER A "CLAIM"). YOU HEREBY WAIVE ANY RIGHT TO CAUSE MICROCHIP TO DEFEND OR INDEMNIFY YOU OR ANY OF YOUR CUSTOMERS IN CONNECTION WITH A CLAIM, INCLUDING BUT NOT LIMITED TO ANY SUCH RIGHT AS MAY BE IMPOSED OR IMPLIED BY LAW, STATUTE, OR COMMON LAW.

      IF A SUIT OR PROCEEDING IS BROUGHT AGAINST MICROCHIP BASED ON A CLAIM THAT MTOUCH SUPPLIED BY MICROCHIP TO YOU CONSTITUTES INFRINGEMENT OF A PATENT, COPYRIGHT, DATA BASE RIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT WHERE THE ALLEGED INFRINGEMENT IS BASED ON

    • (a) MICROCHIP'S COMPLIANCE WITH YOUR DESIGNS OR SPECIFICATIONS, OR

    • (b) YOUR USE OF MTOUCH IN COMBINATION WITH ANY OTHER PRODUCT OR IN A PROCESS (WHETHER DIRECT OR CONTRIBUTORY INFRINGEMENT), OR

    • (c) YOUR OR ANYONE ELSE'S MODIFICATION OF MTOUCH AFTER MICROCHIP DELIVERS IT TO YOU, OR

    • (d) YOUR USE OF MTOUCH IN A MANNER FOR WHICH IT WAS NOT DESIGNED, YOU SHALL DEFEND MICROCHIP AGAINST SUCH CLAIM AND SHALL INDEMNIFY MICROCHIP AND HOLD MICROCHIP HARMLESS FOR, FROM AND AGAINST ALL DAMAGES AND COSTS AWARDED AGAINST MICROCHIP.

      THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY INFRINGEMENT. IN NO EVENT SHALL MICROCHIP BE LIABLE TO YOU OR YOUR CUSTOMERS FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING BUT NOT LIMITED TO ANY CLAIMS FOR INDEMNITY OR CONTRIBUTION.

  8. General.

    Nothing in this agreement constitutes a waiver of Microchip's rights under U.S. copyright laws or any other federal, state, local or foreign law. You are responsible for installation, management and operation of the Software. This agreement shall be construed, interpreted and governed by the laws of the State of Arizona, without regard to its conflicts of laws provisions. If any provision of this agreement is found void or unenforceable, the remainder of the agreement will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in the limited warranty shall remain in effect.

    This EULA shall apply to any updates, fixes, patches, or subsequent releases of the Software or Documentation supplied by Microchip, if any.

    By selecting "I ACCEPT" below, you represent and warrant that you are at least 18 years old. If you are entering into this EULA on behalf of an entity, you further represent and warrant that you have the authority to bind that entity to the terms of this EULA.

    You agree to comply with all export laws, restrictions and regulations of the U.S. Department of Commerce or other United States or foreign agency or authority.

    If you have any questions concerning this agreement, please write Microchip Technology Inc. 2355 W. Chandler Blvd. Chandler, AZ 85224 USA, ATTN: Legal Department<br>

    Copyright (c) 2010, Microchip Technology Incorporated, 2355 West Chandler Blvd, Chandler, AZ 85224-6199, U.S.A. All rights reserved. mTouch is a trademark of Microchip Technology Incorporated. Microchip is a registered trademark of Microchip Technology Incorporated.