| IMPORTANT: |
| YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT |
| TO RECEIVE A LICENSE FOR THE ACCOMPANYING SOFTWARE. TO ACCEPT THE |
| TERMS OF THIS LICENSE, OPEN THIS PACKAGE AND PROCEED WITH THE |
| DOWNLOAD OR USE OF THE SOFTWARE. IF YOU DO NOT ACCEPT THESE LICENSE |
| TERMS, DO NOT OPEN THIS PACKAGE, DOWNLOAD, OR USE THIS SOFTWARE. |
| |
| PICkit(tm) 2 PK2CMD SOFTWARE LICENSE |
| |
| This License Agreement (Agreement) is a contract between You (as |
| an individual or as a representative of your employer) and |
| Microchip Technology Incorporated ("Company") for the PICkit(tm) 2 |
| PK2CMD software (including source code) accompanying this Agreement |
| (the "Software"). In consideration for access to the Software, You |
| agree to be bound by this 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) 2005-2008 Microchip Technology Inc. All rights |
| reserved. This version of the PICkit(tm) 2 PK2CMD 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 |
| DAMAGESOF 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. |
| |
| 4. COPYRIGHT. The Software is protected by U.S. copyright laws |
| and international copyright treaties, as well as other |
| intellectual property laws and treaties. |
| |
| 5. TERMINATION OF AGREEMENT. Without prejudice to any other |
| rights, Company may terminate this Agreement if You fail to |
| comply with the terms and conditions of this Agreement. |
| Upon termination, You shall immediately: (a) stop using and |
| distributing the Software and derivatives thereof; (b) destroy |
| all copies of the Software and derivatives in your possession; |
| and (c) remove Software from any of Your tangible media and |
| from systems on which the Software exists. Termination of |
| this License shall not affect the right of any end user or |
| consumer to use Licensee Product or modified Software; |
| provided that such product or modified Software was purchased |
| or distributed prior to the termination of this License. |
| |
| 6. DANGEROUS APPLICATIONS. You acknowledge that Software has not |
| been designed to be fault tolerant. You warrant that You will |
| not use Software or derivatives in a dangerous, hazardous, or |
| life supporting application where the failure of such |
| application could lead directly to death, personal injury, or |
| environmental damage. |
| |
| 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. |
| |
| 8. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY |
| AND ITS LICENSOR 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, AS WELL AS ANY DERIVATIVES OF |
| THE SOFTWARE MADE FOR YOU OR ON YOUR BEHALF. COMPANY AND ITS |
| LICENSOR(S) 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. |
| |
| 9. LIMITATION OF LIABILITY. COMPANY AND ITS LICENSOR TOTAL |
| AGGREGATE LIABILITY IN CONTRACT, WARRANTY, TORT (INCLUDING |
| NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, |
| INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE |
| LICENSE FEE YOU PAID FOR THE SOFTWARE. IN NO EVENT SHALL |
| COMPANY AND ITS LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, |
| INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, |
| HARM TO YOUR EQUIPMENT, 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. If any |
| remedy 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. |
| |
| 10. SURVIVAL. Sections 2-15 shall survive termination of this |
| Agreement. |
| |
| 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. |
| |
| 14. 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. No failure or delay |
| by Company or its licensor(s) 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. |
| |
| Copyright (c) 2005-2008, Microchip Technology Inc. All rights |
| reserved. |