EVALUATION LICENSE AGREEMENT


IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY AND COMPLETELY. This Evaluation License Agreement (Agreement) is a legally binding agreement between your employer (Licensee) and Atmel Corporation (Atmel). By clicking the I Accept button or by downloading, installing or using any of the software available for download (Licensed Software), you are indicating that you are binding Licensee to the terms of this Agreement, and that you are duly authorized by Licensee to do so. If you are not authorized to bind Licensee to the terms of this Agreement, or if Licensee does not agree to be bound by all of the terms of this Agreement, do not click the I Accept button and do not download, install or use any such software.

1.	License Grant. Subject to the terms and conditions of this Agreement, Atmel grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to internally use the Licensed Software in connection with the evaluation of an Atmel product.

2.	Restrictions. Licensee will not, and will have no right to, (a) use, copy, reproduce, modify, create derivative works of, sell, distribute, disclose or otherwise exploit any Licensed Software, except as expressly set forth in Section 1, or (b) decompile or otherwise reverse engineer any Licensed Software that is not provided in source code form, or otherwise derive or attempt to derive the source code of any such Licensed Software. Licensee will not remove, obscure or alter any trademark, copyright or other proprietary rights and ownership notices of Atmel or any of its licensors that appear in any Licensed Software, and Licensee will reproduce all such trademarks and proprietary rights and ownership notices on all copies of Licensed Software made by Licensee.

3.	Ownership; Reserved Rights; License to Atmel. Atmel and its licensors will retain title to and ownership of the Licensed Software, including, without limitation, all copyrights, patents, trade secrets and other intellectual property rights in and to the Licensed Software. Nothing contained in this Agreement will be construed as conferring upon Licensee or any third party (whether by implication, operation of law, estoppel or otherwise) any right or license not expressly granted by Atmel to Licensee under this Agreement. 

4.	Term and Termination. This Agreement will remain in effect until terminated. Atmel or Licensee may terminate this Agreement at any time with written notice to the other. This Agreement will automatically terminate if Licensee fails to comply with the terms and conditions of this Agreement

5.	Effect of Termination. Upon any termination of this Agreement, (a) all licenses granted to Licensee under this Agreement will terminate, (b) Licensee will discontinue all use of the Licensed Software, (c) Licensee will destroy all copies of the Licensed Software, and (d) the rights and obligations of the parties under Sections 3, 5, 6, 7, 8, 9 and 10 will survive such termination.

6.	Warranty Disclaimer. THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE AS IS AND WITH ALL FAULTS. ATMEL DOES NOT MAKE, AND ATMEL HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE LICENSED SOFTWARE OR ANY OTHER ASPECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  ATMEL WILL HAVE NO OBLIGATION UNDER THIS AGREEMENT TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE LICENSED SOFTWARE.

7.	Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ATMEL BE LIABLE TO LICENSEE OR ANY THIRD PARTY (WHETHER SUCH LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT THEORY, CONTRIBUTION, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE OR ANY OTHER ASPECT OF THIS AGREEMENT, EVEN IF ATMEL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

	TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ATMELS TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE LICENSED SOFTWARE OR ANY OTHER ASPECT OF THIS AGREEMENT (WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY) EXCEED THE GREATER OF (A) THE AGGREGATE OF ALL LICENSE FEES PAID BY LICENSEE TO ATMEL FOR THE LICENSED SOFTWARE AND (B) ONE HUNDRED DOLLARS ($100). 

8.	Compliance with Laws; Export. Licensee will comply with the laws and regulations of the United States and all other relevant jurisdictions in connection with its activities related to the Licensed Software. Without limitation of the foregoing, Licensee acknowledges that certain laws and regulations of the United States and other jurisdictions may pertain to the export and re-export of the Licensed Software, and Licensee will not export or re-export any Licensed Software in any form without the appropriate governmental approvals, or otherwise in violation of any such laws or regulations.

9.	Governing Law; Dispute Resolution. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Section 1646.5 of the California Civil Code or any similar successor provision), without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. This Agreement will not be governed by the U.N. Convention on the Sale of Goods, the application of which is expressly excluded. Except for actions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, all disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the California state courts in Santa Clara County, California, or if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California, and the Parties hereby consent to, and agree to submit to, the personal and exclusive jurisdiction and venue of such courts.

10.	General. Licensee will not, and will have no right to, assign, delegate or otherwise transfer (whether voluntarily, by operation of law or otherwise) this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Atmel, and any purported assignment, delegation or other transfer without such consent will have no force or effect. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. No failure of either party to enforce any right under this Agreement will be deemed a waiver of such right or any other right under this Agreement. Any waiver by a party of a breach of any provision of this Agreement by the other party hereunder will not be deemed to be a waiver of any subsequent breach of such provision or a waiver of any breach of any other provision of this Agreement. This Agreement may not be superseded, modified, or amended except in a writing signed by an officer of each party. If any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. This Agreement will constitute the entire agreement between the parties relating to the subject matter hereof, and expressly supersedes and replaces all prior and contemporaneous agreements, proposals, quotations, negotiations and communications, written or oral, between the parties relating to such subject matter.

Atmel Corporation
1600 Technology Drive
San Jose, CA 95110
http://www.atmel.com
