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# LICENSE.TXT

LIMITED LICENSE AGREEMENT

(ATMEL USB FLASH MICROCONTROLLER SOFTWARE SUITE)

You ("Customer" or "You") must read this Limited License Agreement (this "Agreement") carefully and thoroughly before downloading, installing, and/or using any software or content ("Software") provided herewith. BY DOWNLOADING, INSTALLING AND/OR USING ANY SOFTWARE OR CONTENT, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL/COMPLETE INSTALLATION OF, OR USE THE SOFTWARE OR CONTENT.

1. Grant of License. Atmel grants Customer a non-exclusive, nontransferable, nonsublicensable, limited license: (a) to internally use the Software as a development platform solely in connection with an Atmel microcontroller product ("Atmel Product"), (b) to modify the source code version of the Software only as necessary to implement such Software in Customer’s software and/or hardware product that incorporates or is bundled with an Atmel Product ("Integrated Product"), and (c) to distribute the Software (in object code version only) solely as part of the Integrated Product. Customer shall not use the Software for any purpose other than as specifically authorized herein. Any and all distribution of the Licensed Software by Customer or its distributors permitted under this Agreement shall be pursuant to a binding end user agreement no less protective of Atmel than this Agreement. Except as specifically authorized herein, Customer shall take all necessary steps to protect the Software against disclosure to third parties.

2. Title. As between the parties, Atmel retains full rights, title, and ownership including all patents, copyrights, trade secrets, trade names, trademarks, and other intellectual property rights in and to the Software. Customer agrees to take all reasonable steps to prevent unauthorized disclosure of the Software.

3. No Other Rights. Except as expressly stated herein, this Agreement does not grant Customer any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses in respect of the Software. Atmel will not provide any support or maintenance for the Licensed Software. Customer will be solely responsible for supporting its customers, including resellers and end users. EXCEPT AS SPECIFICALLY AUTHORIZED HEREIN, CUSTOMER MAY NOT MODIFY, TRANSLATE, DISASSEMBLE, REVERSE ENGINEER OR DECOMPILE THE SOFTWARE OR ANY COPY, IN WHOLE OR IN PART. ANY UNAUTHORIZED USE, DUPLICATION, TRANSMISSION, DISTRIBUTION, OR DISCLOSURE OF THE SOFTWARE IS EXPRESSLY FORBIDDEN.

4. Warranty Disclaimer. ALL SOFTWARE IS PROVIDED "AS IS", "WITH ALL FAULTS", AND WITH NO WARRANTY WHATSOEVER. ATMEL EXPRESSLY DISLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

5. Notice and Protection. Customer shall not remove or destroy any trademark, copyright markings, legends or notices placed upon or contained within the Software or any related documentation.

6. Export. Customer acknowledges that the certain laws and regulations may restrict the export and re-export of the Software. Customer will not export or re-export any Software (including the diskettes, related documentation and/or any hardware peripherals) in any form without the appropriate United States and foreign governmental approval.

7. Termination. The license will automatically terminate if Customer fails to comply with any of the terms and conditions of the license. Upon termination for any reason, Customer will immediately destroy or return to Atmel the Software, including all documentation and all whole or partial copies of the Software.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL ATMEL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE EVEN IF ATMEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF ATMEL RELATING TO THIS AGREEMENT EXCEED THE PRICE PAID TO ATMEL HEREUNDER.

9. General. Customer will indemnify, defend and otherwise hold Atmel harmless against any third party claims, losses, damages, liability or expenses (including attorneys’ and other professionals’ fees) incurred by Atmel arising out of or relating to the marketing, sale or distribution of Integrated Product or Customer’s use of the Licensed Software. This Agreement and all transactions concluded hereunder shall be governed by the laws of the State of California, as such laws are applied to contracts entered into and performed entirely in California by California residents. Any litigation relating to this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Santa Clara County, California, or the federal courts located in the Northern District of California. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be construed in such a manner that it becomes valid and enforceable and so as to reflect most closely the intent of the parties in agreeing upon the provision in the first place, and the remaining provisions of this Agreement shall continue in full force and effect and shall not in any way be affected or impaired by any such determination of invalidity, illegality or unenforceability.

THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN ATMEL AND CUSTOMER AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND COMMUNICATIONS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO DIFFERENT OR ADDITIONAL TERMS WILL BE ENFORCEABLE AGAINST ATMEL UNLESS ATMEL GIVES ITS EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS OF THIS AGREEMENT.

Atmel Corporation

2325 Orchard Parkway

San Jose, CA 95131

http://www.atmel.com