Microchip Product Sample Program Terms and Conditions

PLEASE READ CAREFULLY.By clicking or otherwise placing the requested symbol via Microchip’s website indicating your acceptance of this document, which is accessible via a link posted on that website, you agree to the following terms and conditions ("Product Sample Program Terms").

1. Application of Terms. 1.1. Your Warranties. You represent and warrant that you have the capacity to agree to, and be bound by, these Product Sample Program Terms. If you are accepting these Product Sample Program Terms on behalf of another person or entity, including, without limitation, your employer, agent, principal, or client, then you also represent and warrant that (i) you have the legal authority to bind that person or entity to these Product Sample Program Terms and (ii) you will promptly inform that person or entity about them.
1.2. Order Confirmation. Any Order Confirmation or other acknowledgement Microchip issues in response to an Order ("Confirmation") is subject to these Product Sample Program Terms. If there is any conflict between the Confirmation and these Product Sample Program Terms, these Product Sample Program Terms will prevail.
1.3. Additional Definitions. Unless the context clearly requires otherwise, as used in these Product Sample Program Terms: (a) the terms "Microchip," "our," "we," "us" and the like mean and refer to Microchip Technology Inc. ("Microchip Technology") or the applicable subsidiary of Microchip Technology that issues the Confirmation or that otherwise fulfills an Order; (b) the terms "your," "you," "Recipient," and the like mean and refer to the individual placing the Order and his or her employer or principal; (c) "Samples" means the goods and services provided to you as samples; (d) "Order" means your electronic, verbal, or written order or request for the Samples; and (e) "Product-Sample Collective Terms" means these Product Sample Program Terms and any terms and conditions in the applicable Confirmation.
1.4. Assent.  Our acceptance of your Order is conditioned upon your assent to the Product-Sample Collective Terms. Your order or request of any Samples from us, your act of clicking or otherwise placing the requested symbol via our website indicating acceptance of the Product-Sample Collective Terms, or your receipt of any Samples constitutes your assent.  Only the Product-Sample Collective Terms shall apply to the Order, and all other terms and conditions that you proffer, whether as part of an Order or otherwise, are rejected and do not form a part of the Product-Sample Collective Terms.
2.Account. You agree not to create more than one account, user name, email address, or physical-location address (unless Microchip provides data-entry fields within its Sample-ordering website for more than one physical-location address under the same account and user name) in connection with ordering or receiving any Samples from Microchip.  Furthermore, you agree that you are responsible for all activity within or through your account for ordering Samples ("Account"), whether you authorized the activity. For any or no reason, Microchip may, in its sole discretion, terminate your access to the Account.
3. Discretionary Fulfillment. Microchip is not obligated to fulfill any Order for any reason even if we issued a Confirmation.  Without limiting the generality of the foregoing, if Microchip determines, at its sole discretion, that you (or someone associated with you) might have ordered or requested more than the number of Samples Microchip expressly allows per month (or other period of time as Microchip determines), Microchip may elect to not send you any Samples or otherwise fulfill your Order, and may, at its discretion, pursue any rights or remedies available to it under applicable law.
4. Fees. Microchip may charge you a fee for processing, shipping, handling, and/or packaging in connection with each Order (individually or collectively, "Order Fees"). If we charged you any Order Fees, you must pay in U.S. dollars when you place an Order (unless Microchip expressly in writing agrees to a different currency for your payment of that fee). Microchip reserves the right to modify or withdraw payment terms at any time. Any taxes, duties, and other government assessments are your responsibility.
5. Use of Samples.
5.1. Permitted Use.  Subject to the Product-Sample Collective Terms, you may use the Samples only to evaluate them specifically for (i) qualifying one or more Microchip products for use in your existing product designs, or (ii) designing or developing your new products designs incorporating one or more Microchip products. If you are a student, researcher, or instructor at a nationally-recognized academic institute, you may, subject to the Product-Sample Collective Terms, also use the Samples in support of your academic institute’s science or engineering curriculum.  The Samples may not be used for any other purpose.
5.2. Misuse.  Without limiting the generality of Section 5.1, you may not do any of the following (collectively, "Misuse Activities"):
(a) use the Samples in production systems, or in any goods that you or your distributors, resellers, agents, or representatives sell, offer for sale, lease, license, or otherwise transfer to others. 
(b) offer for sale, sell, distribute, license, or otherwise transfer any Samples to any third party (including, without limitation, any customer, reseller, or distributor), through brokers, exporters, or otherwise.
5.3. Indemnity .  If you breach the terms of this Section, in addition to Microchip’s cancellation rights or other rights available under the Product-Sample Collective Terms or under applicable law, you agree to indemnify Microchip and its distributors, from any and all damages, liability, losses, costs, or expenses related to any Misuse Activities, including, without limitation, attorneys’ fees and costs.
6. Delivery. You expressly acknowledge and accept that all delivery times or shipment dates are approximate and may be changed at any time. Time for delivery of the Samples is not of the essence and accordingly we shall not be liable for any loss or damage you may suffer as a result of any such changed or missed delivery times or shipment dates.
7. Export Control. You will not export or re-export any Samples, technical data, direct products thereof or any other items in any way which would violate any applicable export control laws and regulations, including, but not limited to, those of the United States or United Kingdom. You expressly acknowledge that it is your responsibility to obtain copies of and to familiarize yourself with these laws and regulations to avoid violation.
8. Quantities. Quantities of Samples that may be ordered are at Microchip’s discretion, and are subject to availability.
9. Modification and Substitution. We reserve the right to modify our process or performance specifications for the Samples, and to substitute samples substantially equivalent to those ordered, or manufactured to the modified specifications. As a result, you agree that it is your responsibility to test all shipments of Samples to ensure they are suitable for your requirements.
10. Warranty Disclaimer.
TO THE MAXIMUM EXTENT OF THE LAW, ALL SAMPLES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, RELATED TO THE SAMPLES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES RELATED TO NON-INFRINGEMENT, AND ANY AS TO THEIR CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU
EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED UPON YOUR OWN SKILL AND JUDGMENT TO SELECT THE SAMPLES ORDERED BY YOU. OUR HAVING GIVEN YOU TECHNICAL ASSISTANCE REGARDING THE SAMPLES WILL NOT MODIFY THIS WAIVER OF WARRANTY.  NOTHING IN THE PRODUCT-SAMPLE COLLECTIVE TERMS MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY MICROCHIP THAT THE SAMPLES, OR ANY PRODUCT OR SYSTEM DEVELOPED WITH OR INCORPORATING THE SAMPLE, WILL BE FREE FROM INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.
11. Force Majeure. We will not be liable for any delay in performance or failure to perform attributable to an unforeseen circumstance or a cause beyond our reasonable control ("Force Majeure Event"). During the Force Majeure Event, we may suspend, modify, or cancel delivery of Samples, and if shortages of Samples ensue, we may allocate production of the Samples among our customers.
12. Cancellations. At our discretion, we may cancel all or any part of the Order or the Confirmation at any time without notice.
13. Limitation of Liability.
A. In General. YOU
EXPRESSLY ACKNOWLEDGE AND AGREE THAT, IN NO EVENT, SHALL WE BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND, WHATSOEVER OR HOWSOEVER CAUSED, OR FOR ANY LOSS OF PRODUCTION, COST OF PROCUREMENT OF SUBSTITUTE SAMPLES, LOSS OF CAPITAL, LOSS OF SOFTWARE, LOSS OF PROFIT, LOSS OF REVENUES, CONTRACTS, BUSINESS, COST OF REWORK, LOSS OF GOODWILL OR ANTICIPATED SAVINGS, OR WASTED MANAGEMENT TIME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OR THEY ARE FORESEEABLE. OUR TOTAL LIABILITY ON ALL CLAIMS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID MICROCHIP FOR THE SAMPLES.
B. YOUR RESPONSIBILITY FOR PRODUCTS AND PROCESSES.YOU ACCEPT THAT YOU ARE RESPONSIBLE FOR (I) ANY PRODUCT OR PROCESS WHICH USES OR INCORPORATES THE SAMPLES AND THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR SUCH PRODUCT OR PROCESS, AND (II) TESTING THE SAMPLES AND DETERMINING THE SUITABILITY OF THE SAMPLES FOR USE IN YOUR APPLICATION, PRODUCT OR PROCESS.  SAMPLES ARE NOT SPECIFICALLY MANUFACTURED OR DESIGNED FOR USE IN LIFE SUPPORT, SAFETY EQUIPMENT, OR OTHER APPLICATIONS WHERE MALFUNCTION CAN RESULT IN BODILY INJURY OR DEATH.  YOUR USE IS AT YOUR OWN RISK.  YOU WILL DEFEND ALL SUITS AND CLAIMS, AND INDEMNIFY MICROCHIP AND KEEP MICROCHIP INDEMNIFIED, FOR, FROM, AND AGAINST ALL RESULTING CLAIM, LOSS, DAMAGE, AWARD, AND COST (INCLUDING, BUT NOT LIMITED, TO ATTORNEYS’ FEES) ARISING OUT OF USE OF THE SAMPLES.
C. ALLOCATION OF RISK. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ALLOCATION OF RISK CONTAINED IN THE PRODUCT-SAMPLE COLLECTIVE TERMS IS REASONABLE IN ALL THE CIRCUMSTANCES HAVING REGARD TO ALL RELEVANT FACTORS, INCLUDING, WITHOUT LIMITATION, YOUR ABILITY TO RELY ON YOUR OWN INSURANCE ARRANGEMENTS AND YOUR RESOURCES TO BEAR OR RECOVER ANY COSTS OR DAMAGE INCURRED FOR WHICH WE ARE NOT LIABLE, AND THE PARTIES’ BARGAINING POSITION.
14. Support.  Microchip may provide technical, applications, or design advice, information, or other services in connection with the Samples or otherwise (collectively, "Services").   ANY SERVICES ARE PROVIDED "AS IS."  MICROCHIP DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT IN CONNECTION WITH THE SERVICES.  Further, you agree that Microchip's provision of the Services will not alter the exclusion of warranties and liabilities for the Samples as set forth in the Product-Sample Collective Terms, and that Microchip will not have any additional obligations or liabilities from Microchip providing any Services.
15. Nondisclosure of Trade Secrets and Confidential Information; No License.  Recipient must maintain the secrecy of and not disclose, without Microchip’s express written consent, all trade secrets, proprietary information, or confidential information, which Recipient receives from Microchip.  All intellectual property rights in the Samples or Services remain vested in Microchip or its licensors.  No rights are transferred or licensed to Recipient as a result of the provision of the Samples or any Services.  Title to all software within the Samples or otherwise provided by Microchip ("Microchip Software") remains vested in Microchip or its licensors.  Microchip Software is licensed to Recipient for use with the Samples and is provided "AS IS."  Recipient must not, nor permit others to, manufacture, reverse engineer, translate, decompile, create derivative works based on the whole or any part of the Samples or Microchip Software, or disassemble, adapt, modify, duplicate, or otherwise copy or reproduce any of the Samples or Microchip Software.  If, as a result of applicable law, Recipient is entitled to decompile the Samples in order to obtain information necessary to render the Samples interoperable or compatible with other goods or software ("Permitted Objective"), then Recipient must first notify Microchip of Recipient’s requirements and give Microchip the opportunity to provide Recipient with the information necessary to achieve the Permitted Objective without undertaking a prohibited action.  If Microchip provides the necessary information to achieve the Permitted Objective, Recipient must only use it to achieve the Permitted Objective and must not create goods, which are substantially similar to the Samples.  Recipient must not remove any product identification, copyright, trademark, or other proprietary notice attached to or provided with the Samples.
16. General.
A. Government Contracts If the Samples covered by the Order are furnished or to be used in the performance of a U.S. Government contract or subcontract for which a mandatory passdown clause or clauses are applicable to us or our performance or the Samples, you will so inform us and allow us to review the clause(s) in question before we commence performance, so that we may make an informed decision on whether we wish to undertake performance of this Order. If we elect to rescind our willingness to proceed after having been notified of the clause(s) following our commencement without having received such notice earlier, we will have no liability for such rescission.
B. Assignment We may assign, transfer, or subcontract our rights or obligations under the Product-Sample Collective Terms. You may not assign, transfer, or subcontract any rights or your obligations under the Product-Sample Collective Terms without our prior written consent, except to a successor in interest to all or substantially all of the assets of your business; provided, however, that any such assignment will not relieve you from your obligation to perform according to the Product-Sample Collective Terms, if the assignee fails to perform and notice of such failure is given to both it and to you. Except as indicated in this Section 16(B), the Product-Sample Collective Terms will inure to the benefit of the respective parties, their successors and assigns.
C. Notices. All notices required or permitted by the Product-Sample Collective Terms must be in writing and signed on behalf of the party giving the notice, addressed to the party receiving it, and sent by courier, certified mail, facsimile, personal delivery, or email, addressed to the respective address specified at time of Order or in your account.  If notice is sent by facsimile, in-person delivery, or email, notice will be deemed received and effective upon the earlier of actual receipt or one business day after delivery.  If notice is sent via other delivery methods, notice will be deemed received and effective upon the earlier of actual receipt or five business days after delivery.
D. Entire Agreement: Modifications and Waiver; Severability; Survival. The Product-Sample Collective Terms constitute the entire agreement and understanding of Microchip and you with respect to the subject matter of the Product-Sample Collective Terms, Confirmation, or Order, and supersedes all prior communications, representations, agreements, understandings, proposals, negotiations and promises relating to that subject matter, whether written or oral. Except as expressly set forth in the Product-Sample Collective Terms, no modification or waiver of any of those terms will be effective unless made in writing signed by the party to be charged with having given the modification or waiver. No failure or delay by us to assert any rights or remedies arising from a breach of the Product-Sample Collective Terms shall be construed as a waiver or a continuing waiver of such rights and remedies, nor shall a failure or delay to assert a breach be deemed to waive that or any other breach. If any part of the Product-Sample Collective Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Product-Sample Collective Terms, which will continue to be valid and enforceable to the fullest extent permitted by law. Section and paragraph titles or headings are for reference convenience only, and do not define, limit, or fully describe the scope or intent of the Product-Sample Collective Terms.
E. Governing Law; Venue; Waiver of Jury Trial; Dispute Resolution.
(i) If the physical-address location on the Confirmation or the Account indicates a country within the Americas or Asia or any other non-European country, then the following terms apply: (1) the Product-Sample Collective Terms will be construed and enforced according to the laws of the State of Arizona, excluding its conflicts-of-law principles, all implementations of the Uniform Commercial Code, and all conventions relating to the international sale of goods;  (2) courts in the State of Arizona have exclusive jurisdiction over all disputes arising out of the Product-Sample Collective Terms, the Confirmation, or the Order; and (3) you hereby expressly consent to the personal jurisdiction of the courts of the State of Arizona.
(ii) If the physical-address location on the Confirmation or the Account indicates a country within Europe, then the following terms apply: (1) the Product-Sample Collective Terms will be construed and enforced according to English laws, excluding its conflicts-of-law principles and all conventions relating to the international sale of goods;  (2) English Courts have exclusive jurisdiction over all disputes arising out of the Product-Sample Collective Terms, the Confirmation, or the Order; and (3) you hereby expressly consent to the personal jurisdiction of the English courts.
(iii) You hereby expressly consent to service of process being effected upon you by e-mail at the e-mail address you used to register to access Microchip’s online system to place an Order or you otherwise provided Microchip.  MICROCHIP AND YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH EACH IS A PARTY INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THE PRODUCT-SAMPLE COLLECTIVE TERMS, THE CONFIRMATION, OR THE ORDER.
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Last Updated: February 18, 2015.