MICROCHIP SOFTWARE IS PROVIDED SOLELY TO ASSIST YOU IN DEVELOPING PRODUCTS AND
SYSTEMS THAT USE MICROCHIP PRODUCTS. DOWNLOAD AND USE OF THE SOFTWARE REQUIRE
THAT YOU ACCEPT THIS SOFTWARE LICENSE AGREEMENT.  TO ACCEPT, CLICK "I ACCEPT"
AND PROCEED WITH THE DOWNLOAD. IF YOU DO NOT ACCEPT, CLICK "I DO NOT ACCEPT," 
AND DO NOT DOWNLOAD OR USE ANY OF THE SOFTWARE. DOWNLOADING OR USING THE
SOFTWARE CONTITUTES YOUR ACCEPTANCE OF THIS SOFTWARE LICENSE AGREEMENT. 

SOFTWARE LICENSE AGREEMENT 

This Software License Agreement (�Agreement�) is an agreement between you
(if licensing as an individual) or the entity you represent
(if licensing as a business) (�you� or �Licensee�) and Microchip Technology
Incorporated, a Delaware corporation, with a place of business at 2355 W.
Chandler Blvd., Chandler, AZ 85224-6199, and its affiliates including Microchip
Technology Ireland Limited, a company organized under the laws of Ireland, with
a principal address at Ground Floor, Block W., East Point Business Park, Dublin,
Ireland 3 (collectively, �Microchip�) for the Microchip software and
documentation included in the download or otherwise provided by Microchip to
Licensee (collectively, the �Software�). 
 
    Use.  Subject to the terms of this Agreement, Microchip hereby grants
	Licensee a limited, revocable, non-exclusive, non-transferable, worldwide
	license to (a) use the Software, and (b) modify the Software provided in
	source code form, if any (and use and copy modifications of such Software
	made by Licensee), provided that in each case (with respect to clauses (a)
	and (b)) Licensee solely uses the Software with Microchip Products, Licensee
	Products, or other products agreed to by Microchip in writing. Licensee has
	no right to (i) substitute third party products for Microchip Products, or
	(ii) except as expressly provided in Section 2 below, sublicense its rights
	under this Agreement or otherwise disclose or distribute the Software to any
	third party.  

Licensee may make a reasonable number of copies of the Software solely as
necessary to exercise its license rights in this Section 1. Licensee will not
remove or alter any copyright, trademark, or other proprietary notices contained
on or in the Software or any copies. �Microchip Products� means those Microchip
devices purchased from Microchip or one of its authorized distributors that are
identified in the Software, or if not identified in the Software, then such
Microchip devices that are consistent with the purpose of the Software.
�Licensee Products� means products manufactured by or for Licensee that use or
incorporate Microchip Products.  

    Subcontractors. If Licensee wishes for its subcontractor to obtain and use
	the Software in order to provide design, manufacturing, or other services to
	Licensee: (a) such subcontractor may (i) download and agree to the terms of
	this Agreement or (ii) contact Microchip directly for a copy of this
	Agreement and agree to its terms; or (b) Licensee may sublicense the rights
	described in Section 1 directly to its subcontractor, provided that (i) such
	subcontractor agrees in writing to the terms of this Agreement � a copy of
	which will be provided to Microchip upon request, and (ii) Licensee is
	liable for such subcontractor�s acts and omissions.  

    Third Party Software.  

(a)	Third Party Materials. Licensee agrees to comply with third party license
terms applicable to Third Party Materials, if any. Microchip will not be held
responsible for Licensee�s failure to comply with such terms. Microchip has no
obligation to provide support or maintenance for Third Party Materials. �Third
Party Materials� means the third party software, systems, tools, or
specifications (including those of a standards setting organization) referenced
in, bundled with, or included in the Software.   

(b)	Open Source Components. Notwithstanding the license grant in Section 1
above, Licensee acknowledges that the Software may include Open Source
Components. To the extent required by the licenses covering Open Source
Components, the terms of such license apply in lieu of the terms of this
Agreement. 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 Components, those restrictions will not apply to the Open
Source Component. �Open Source Components� means components of the Software
that are subject to the terms of an Open Source License. �Open Source License�
means any software license approved as an open source license by the Open Source
Initiative or any substantially similar license, 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. 

    Licensee Obligations.   

    Restrictions. Except as expressly permitted by this Agreement, Licensee
	agrees that it will not (i) modify or alter the Software or a Microchip
	Product; (ii) adapt, translate, decompile, reverse engineer, disassemble the
	Software provided in object code form, any Microchip Product, or any samples
	or prototypes provided by Microchip, or create derivative works thereof; or
	(iii) use the Software with any software or other materials that are subject
	to licenses or restrictions (e.g., Open Source Licenses) that, when combined
	with the Software, would require Microchip to disclose, license, distribute,
	or otherwise make all or any part of such Software available to anyone.  

    Indemnity. Licensee will indemnify (and, at Microchip�s election, defend)
	Microchip from and against any and all claims, costs, damages, expenses
	(including reasonable attorneys� fees), liabilities, and losses, arising out
	of or related to: (i) Licensee�s modification, disclosure, or distribution
	of the Software or Third Party Materials; (ii) the use, sale, or
	distribution of Licensee Products; and (iii) an allegation that Licensee
	Products or Licensee�s modification of the Software infringe third party
	intellectual property rights.   

    Licensee Products. Licensee understands and agrees that Licensee remains
	responsible for using its independent analysis, evaluation, and judgment in
	designing Licensee Products and systems and has full and exclusive
	responsibility to assure the safety of its products and compliance of its
	products (and of all Microchip Products used in or for such Licensee
	Products) with applicable laws and requirements.   

    Confidentiality.   

    Licensee agrees that the Software, underlying inventions, algorithms,
	know-how, and ideas relating to the Software, and any other non-public
	business or technical information disclosed by Microchip to Licensee are
	confidential and proprietary information, including information derived
	therefrom, belonging to Microchip and its licensors (collectively,
	�Confidential Information�). Licensee will use Confidential Information only
	to exercise its rights and perform its obligations under this Agreement and
	will take all reasonable measures to protect the secrecy of and avoid
	unauthorized access, disclosure, and use of Confidential Information. Such
	measures include, but are not limited to, the highest degree of care that it
	uses to protect its own information of a similar nature, but not less than
	reasonable care. Licensee will only disclose Confidential Information to its
	employees, subcontractors, consultants, auditors and representatives
	(collectively �Representatives�) who have a need to know such information
	and who have use and confidentiality obligations to Licensee at least as
	restrictive as those set forth in this Agreement. Licensee is responsible
	for disclosure or misuse of Confidential Information by its Representatives.
	Use of Confidential Information for personal gain, for the benefit of a
	third party or to compete with Microchip, whether directly or indirectly, is
	a breach of this Agreement. Licensee will notify Microchip in writing of any
	actual or suspected misuse, misappropriation, or unauthorized disclosure of
	Confidential Information that comes to Licensee�s attention. Confidential
	Information will not include information that: (i) is or becomes publicly
	available without breach of this Agreement; (ii) is known or becomes known
	to Licensee from a source other than Microchip without restriction and
	without breach of this Agreement or violation of Microchip�s rights, as
	demonstrated by credible evidence in existence at the time of disclosure;
	(iii) is independently developed by Licensee without use of or reference to
	the Confidential Information, as demonstrated by credible evidence in
	existence at the time of independent development; or (iv) is disclosed
	generally to third parties by Microchip without restrictions similar to
	those contained in this Agreement. Licensee may disclose Confidential
	Information to the extent required under law, rule, or regulation (including
	those of any national securities exchange), by subpoena, civil investigative
	demand, or similar process, or by a court or administrative agency (each a
	�Requirement�'), provided, that to the extent permitted by applicable law,
	Licensee will provide prompt notice of such Requirement to Microchip to
	enable Microchip to seek a protective order or otherwise prevent or restrict
	such disclosure. 

    Return of Materials. Upon Microchip�s request and direction, Licensee will
	promptly return or destroy the Confidential Information, including any
	physical information or materials provided to Licensee (together with any
	copies, excerpts, syntheses, CD ROMS, diskettes, etc.), and, in the case of
	information derived therefrom, provide written certification that all the
	Confidential Information has been expunged from any such materials or that
	all such materials have been destroyed. Further, if Licensee or its
	affiliates become competitors of Microchip, and Microchip notifies Licensee
	in writing of its status as a competitor in a given market, then Licensee
	will promptly engage in the return and certification process described above
	in this Section 5(b). 

    Ownership and Retention of Rights. All rights, title, and interest
	(including all intellectual property rights) in and to the Software,
	including any derivative works of the Software and any incremental
	modifications to the Software whether made by or for Licensee or Microchip
	(collectively, �Microchip Property�), are and will remain the sole and
	exclusive property of Microchip, whether such Microchip Property is separate
	or combined with any other products. Licensee, on behalf of itself and its
	affiliates, agrees to, and does hereby, assign to Microchip or its designee
	all right, title and interest (including all intellectual property rights)
	in and to derivative works of and any incremental modifications to the
	Software. Licensee will take (and will cause its affiliates, their
	subcontractors, and all related individuals to take) all action as may be
	reasonably necessary, proper or advisable to perfect and secure the
	ownership, licenses, intellectual property and other rights of or to
	Microchip as set forth in this Agreement. All rights not expressly granted
	under this Agreement are reserved to Microchip and its licensors and
	suppliers, and there are no implied rights. Licensee retains all right,
	title, and interest in and to any technology independently developed by
	Licensee not derived, directly or indirectly, from the Microchip Property or
	any other item of tangible property provided to Licensee by Microchip
	hereunder.  

    Termination. This Agreement will start once accepted by Licensee and
	continue unless and until terminated as provided in this Agreement. This
	Agreement automatically terminates immediately if Licensee violates the
	restrictions set forth in Sections 1, 2 or 4(a). Microchip may terminate
	this Agreement immediately upon notice if (a) Licensee or its affiliates
	become competitors of Microchip, or (b) Licensee breaches any other term of
	this Agreement and does not cure such breach within 30 days after receipt of
	written notice of such breach from Microchip. Upon termination of this
	Agreement, (i) the license grants in Sections 1 and 2(b) terminate, and (ii)
	Licensee will return to Microchip or destroy (and certify the destruction
	of) all Microchip Property and Confidential Information in its possession or
	under its control, and all copies thereof. The following sections survive
	termination of this Agreement: 3, 4, 5, 6, 7, 8, 9, 10 and 11.   

    EU Consumers � Applicable Terms. WHERE LICENSEE IS A CONSUMER LOCATED IN
	EUROPE, THE FOLLOWING PROVISIONS APPLY INSTEAD OF SECTIONS 9 AND 10 BELOW:
	Microchip and its licensors will not be liable (a) for any loss suffered by
	Licensee in connection with the Software where such loss was not reasonably
	foreseeable when the Software was first downloaded by Licensee, even if such
	loss was the result of negligence or the failure of Microchip and its
	licensors to comply with this Agreement; or (b) irrespective of the basis of
	claim, for any loss of revenue, profit or other business or economic loss
	suffered. Some Software is made available to Licensee free of charge, and
	Licensee may at any time download further copies without charge to replace
	the Software initially downloaded and others may require a fee to be
	downloaded, or to download any further copies. In all circumstances, to the
	extent liability may lawfully be limited or excluded, the cumulative
	liability of Microchip and its licensors will not exceed USD$1,000 (or
	equivalent sum in the currency of the country in which Licensee resides).
	However, none of the foregoing limits or excludes any liability for death or
	personal injury arising from negligence, or for fraud, fraudulent
	misrepresentation or any other cause that by law cannot be excluded and
	limited. 

    Warranty Disclaimers. EXCEPT FOR CONSUMERS TO WHOM SECTION 8 APPLIES, THE
	SOFTWARE IS LICENSED ON AN �AS-IS� BASIS. MICROCHIP MAKES NO WARRANTIES OF
	ANY KIND WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STAUTORY OR
	OTHERWISE, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
	MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
	AND ANY	WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING.
	MICROCHIP AND ITS LICENSORS HAVE NO OBLIGATION TO CORRECT ANY DEFECTS IN THE
	SOFTWARE. TECHNICAL ASSISTANCE, IF PROVIDED, WILL NOT EXPAND THESE
	WARRANTIES. IF CUSTOMER IS A CONSUMER, THE ABOVE WILL NOT ACT TO EXCLUDE
	YOUR STATUTORY RIGHTS.

    Limited Liability. EXCEPT FOR CONSUMERS TO WHOM SECTION 8 APPLIES, IN NO
	EVENT WILL MICROCHIP BE LIABLE, WHETHER IN CONTRACT, WARRANTY,
	REPRESENTATION, TORT, STRICT LIABILITY, INDEMNITY, CONTRIBUTION OR
	OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR
	CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER, HOWEVE
	RCAUSED, OR ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE
	PRODUCTS OR SERVICES, ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR
	LOSS OF DATA, OR INTERRUPTION OF BUSINESS ARISING OUT OF THIS AGREEMENT,
	HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF MICROCHIP  HAS BEEN
	ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF
	ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MICROCHIP�S TOTAL AGGREGATE
	LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED USD$1,000.  

    General. (a) This Agreement will be governed by and construed in accordance
	with the laws of the State of Arizona and the United States, without regard
	to conflicts of law provisions. The parties hereby irrevocably consent to
	the exclusive personal jurisdiction and venue of the state and federal
	courts in Maricopa County, Arizona for any dispute relating to this
	Agreement. WHERE LICENSEE IS A CONSUMER LOCATED IN EUROPE, this Agreement is
	subject to the laws of the country in which the Software is downloaded, and,
	to the extent so mandated by such laws, subject to the jurisdiction of the
	courts of that country. The parties expressly disclaim the applicability of
	the United Nations Convention on Contracts for the International Sale of
	Goods in connection with this Agreement. (b) Unless the parties have a
	mutually executed agreement relating to the licensing of this Software by
	Microchip to Licensee (�Signed Agreement�), this Agreement constitutes the
	entire agreement between the parties with respect to the Software and
	supersedes and replaces prior or contemporaneous written or verbal
	agreements or communications between the parties regarding the Software,
	including any purchase orders. If the parties have a Signed Agreement, this
	Agreement does not supersede or replace that Signed Agreement. This
	Agreement will not be modified except by a written agreement signed by an
	authorized representative of Microchip. If any provision of this Agreement
	is 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 constitutes a waiver of any prior, concurrent, or subsequent
	breach of the same or any other provisions of this Agreement, and no waiver
	will be effective unless made in writing and signed by an authorized
	representative of the waiving party. (c) 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. (d) This
	Agreement will bind and inure to the benefit of each party�s permitted
	successors and assigns. Licensee may not assign this Agreement in whole or
	in part, whether by law or otherwise, without Microchip�s prior written
	consent. Any merger, consolidation, amalgamation, reorganization, transfer
	of all or substantially all assets or other change in control or majority
	ownership (�Change of Control�) is considered an assignment for the purpose
	of this Section. Any attempt to assign this Agreement without such consent
	will be null and void. However, Microchip may assign this Agreement to an
	affiliate, or to another entity in the event of a Change of Control. 
	(e)	Licensee acknowledges its breach of any confidentiality or proprietary
	rights provision of this Agreement would cause Microchip irreparable damage,
	for which the award of damages would not be an adequate remedy. Licensee,
	therefore, agrees if Microchip alleges that Licensee has breached or
	violated any such provisions then Microchip may seek equitable relief, in
	addition to all other remedies at law or in equity. (f) Consistent with 48
	C.F.R. �12.212 or 48 C.F.R. �227.7202-1 through 227.7202-4, as applicable,
	the Software is being licensed to U.S. Government end users (i) only as
	Commercial Items, and (ii) with only those rights as are granted to all
	other end users pursuant to the terms and conditions of the applicable
	Microchip licenses. To the extent the Software (or a portion thereof)
	qualifies as �technical data� as such term is defined in 48 C.F.R.
	�252.227-7015(a)(5), then its use, duplication, or disclosure by the U.S.
	Government is subject to the restrictions set forth in subparagraphs (a)
	through (e) of the Rights in Technical Data clause at 48 C.F.R.
	�252.227-7015. Contractor/manufacturer is Microchip Technology Inc., 2355 W.
	Chandler Blvd., Chandler, AZ 85224-6199. 

Questions about this Agreement should be sent to:

Microchip Technology Inc.
2355 W. Chandler Blvd.
Chandler, AZ 85224-6199 USA.
ATTN: Marketing. 

v.3.3.2021