TERMS AND CONDITIONS

1. Definitions and Scope

1.1. "Acceptance" means Your acceptance of these Terms and Conditions by Your use of the Application.

1.2  “Application” refers to the application downloaded by you that serves as your portal to access the Documentation provided by Microchip Technology Incorporated (“Microchip”) as well as your content manager for the Documentation and information You download; hereafter the “Application”.

1.3. "Documentation” refers to the Microchip copyright protected technical documentation including but not limited to data sheets, user guides, reference documents and other related information.

1.4  “You”, “Your” and “User” refers to an individual who based on your downloading and installation of the Application has access to the Application as mentioned above, for a specific period of time; hereafter mentioned as “You” or “Your”.

1.5. The purpose of the Application is to give You access to Microchip’s Documentation offline, to use such Documentation for your internal use and development purposes and to help You manage the Documentation and information content.

1.6. Microchip may modify the Application from time to time as it deems necessary.

2. Acceptance

By accepting these Terms and Conditions you agree to be bound by them without limitation or qualification.

3. License Grant and Right of Access

3.1. Subject to your compliance with these Terms and Conditions, Microchip grants to You, a non-exclusive, non-transferable right to use the Application for as long as You comply with these Terms and Conditions.

3.2. You are entitled to use the Application and the Documentation as it is provided solely for the purposes as described herein.

3.3. Your right to use the Application will automatically cease in the event of a material breach by You of any of Your obligations under these Terms and Conditions.

3.4. You may not assign, sub-license or otherwise transfer any rights or obligations in these Terms and Conditions to any other person.

4. Site Content and Related Matters

4.1. The content of the pages of this Application is for your general information and use only. The Documentation, information and material contained in this site are subject to change without notice. Any dated Documentation or information contained in this Application is published as of its date only, and Microchip shall not be obligated to update or amend any such Documentation or information. If there is a conflict in the Documentation between Documentation found on the Application or elsewhere and Documentation found at www.microchip.com, the Documentation found at www.microchip.com is to be deemed the most accurate or current Documentation.  Microchip may terminate the Application site at any time without prior notice. Microchip’s offering Documentation, information, products or services on the Application site is not a solicitation by Microchip to any person to use such information, products or services in jurisdictions in which providing such information, products or services is prohibited by law.

4.2. Links to the Microchip Application and Documentation. You may not create a link to this Application from another website or document Application without prior written consent from Microchip.

4.3. Links to Other Websites and Document Applications. Links from this Application to non-Microchip document applications or websites, if any, are provided solely for your convenience to provide further information. Microchip has no control over the content on such non-Microchip websites or applications. If you choose to link to a website or other application that is not controlled by Microchip, you do so at your own risk, without any warranty from Microchip, whatsoever.

5. No warranty

5.1. Microchip will use best efforts to provide, post and publish the most current Documentation and other information, however, the Documentation and any information made available on the Application is provided “as is” and without warranties of any kind, either expressed or implied.

5.2. All Documentation and information is accurate, to our best knowledge and belief at time of making it available on the Application, but Microchip cannot control what other Documentation or information may be made available by other sources or on the internet. The Documentation and other information provided is for the agreed purposes only and is not intended to be used for any other purposes. In no event will Microchip be liable for any direct or indirect, special or consequential damages to You or anyone else for any developments, designs or decision made or taken in reliance on the Documentation and other information available on the Application or otherwise.

6. Obligations of the User

6.1. You, the User are fully responsible for all activities that result from Your use of the Documentation or other information received from Your use of the Application. You are responsible for ensuring that all persons who access the Application are aware of these terms and conditions of use and that they comply with them.

6.2. You, the User agree to use the Application only in a lawful manner and further agree not to cause, or knowingly allow others to cause, any nuisance, annoyance, or inconvenience whether to Microchip or to any of its customers or other “Users” of the Application by any means, including without limitation by a denial of service attack, knowingly introducing viruses, Trojans, logic bombs or other malicious or harmful material or inaccurate content or information.

6.3. You, the User agree not to use the Application to transmit or post any material which is inaccurate, fraudulent, hateful, sexually, racially, ethnically or otherwise objectionable, defamatory, offensive or obscene or menacing.

6.4. You, the User, agree to use up-to-date virus checking software to prevent the introduction of viruses and other harmful code onto the Application.

7. Obligations of Microchip

7.1. Microchip takes all reasonable steps to safeguard the security of any information input by You or information used by the You in connection with the Application.

7.2. Microchip shall use reasonable efforts to make the Application available for its Users. Microchip gives however, no guarantee of such availability. In the event that is Application is unavailable Microchip will make all reasonable efforts to get the Application back up and running on shortest time period possible, but makes no representation of the Applications uptime or availability.

7.3. Notwithstanding the provisions of 3.3 above Microchip may suspend the Application at any time at Microchip’ sole discretion without liability to the User. Suspensions will be justified for objective reasons such as maintenance.

8. Intellectual Property Rights

You acknowledge having no right whatsoever with respect to any and all intellectual property rights used or embodied in or in connection with the Application, Documentation or other information and materials made available on the Application. Microchip reserves all rights related to the Application Documentation or other information and materials made available on the Application. Nothing in these Terms and Conditions grants You a right or license to use any trademark, design right or copyright owned or controlled by Microchip or any other third party except as expressly provided in these terms.

9. Liability

9.1. Microchip shall in no event be liable to the You for any direct or indirect, special or consequential damages, including but not limited to damages resulting from your use of the Application and any Documentation, information or materials, loss of profits or data arising out of the use of or inability to use the Application, the misuse of any other identification data.

9.2. You acknowledge that the Application is provided via the internet and that Microchip has no control over the internet or the security of the internet. Microchip endeavors to ensure that the services are free from bugs and secure, but Microchip does not assume any liability for timely, trouble-free and uninterrupted access to the internet or the Application.

9.3. While Microchip has used its discretion, best judgment and all reasonable efforts in maintaining a virus-free Application, it declines any liability for any claim, loss or damage resulting from Your use of the Application, especially direct, indirect, immediate or subsequent pecuniary loss which may result from Your use of non-current Documentation or the transmission or downloading of computer viruses from the Application. Microchip cannot be held liable for hardware damage, loss of data, alteration of data, or downtime.

10. Data Protection/Confidentiality

10.1. Both Parties shall use the Application in Compliance with the applicable contract provisions related to confidentiality and data protection and the applicable data protection laws.

10.2. You agree to treat as confidential all information and Documentation on and downloaded from the Application, the processes used, and to take all necessary actions to ensure that this confidentiality is ensured towards third parties. Moreover, You shall oblige Your employees or third parties who are required to have access to such information to the same confidentiality obligation and to observance of applicable data protection obligations. You shall moreover ensure that such obligations shall continue to apply after termination of their working relationship.

10.3. You shall not sell, rent or alter any information/data downloaded from or retrieved from the Application, whereas transfer, distribution, disclosure and copying is solely admitted for Your internal use.

10.4. You shall implement appropriate measures that information/data retrieved from the Application is protected against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access in particular where the processing involves transmission of data over a network, and against all other unlawful forms of processing.

11.1. General

11.1. Definitions

Capitalized terms in these Application Terms and Conditions shall have the meaning ascribed to them in these Terms and Conditions.

11.2. Severability Clause

If any article, section or provision of these Terms and Conditions is found to be invalid, the remainder of them shall continue in full force and effect. Any Terms and Conditions which are null or void are in this case to be understood such that their intended purpose is still fulfilled as far as possible.

11.3. Law and Jurisdiction

These Terms and Conditions shall be construed, enforced and performed in accordance with the substantive laws as agreed in the contract, without reference to principles of conflicts of laws. For any dispute arising out of these Terms and Conditions, the laws of the State of Arizona shall control and jurisdiction for any dispute shall be in Maricopa County, Arizona and the courts situated in Maricopa County, Arizona.