Site ...............................................................................................................................................................3
Single Product License.................................................................................................................................3
Product Line License / Product Family License..........................................................................................3
Site License ..................................................................................................................................................4
Internal Site License.....................................................................................................................................4
Internal Single Project License ....................................................................................................................4
Ports and Drivers ..............................................................................................................................................4
End Products ................................................................................................................................................4
Grant of License...........................................................................................................................................5
Maintenance and Support.............................................................................................................................5
Payment of Fees ...........................................................................................................................................5
Limitation of Liability..................................................................................................................................5
Standard Software ........................................................................................................................................7
Support Hours ..............................................................................................................................................8
1.0
Introduction
Thank you for your interest in the Micriμm Products listed in the pricing page(s) of this Quote/Proposal to
bid along with these terms and conditions (collectively, the “Quote”) offered by Micriμm and/or its
affiliates, subsidiaries and licensors (collectively, the “Licensed Products”). These terms and conditions
are a material part of this Quote for the Licensed Products you are considering to purchase. Acceptance
of this Quote is expressly limited to the terms of this Quote and shall be deemed made by your issuance
of a purchase order to Micriμm. This Quote may not be modified, unless it is in writing and executed by a
Micriμm executive. Unless otherwise specified herein, this Quote shall only be valid for thirty (30) days.
2.0
Licensing Models
Micriµm offers the following licensing options described in this section. The quote you are receiving
identifies the type of licensing you requested.
2.01
End-Product
An End-Product license refers to a product manufactured by the licensee using one or more
software components provided by Micriµm. Each end-product is assumed to contain a single
microprocessor, microcontroller or DSP.
2.02
Site
A site is defined as licensee facilities where a product is being developed and may consist of
multiple buildings located within a two (2) mile radius building one or more End-Products.
2.03
Single Product License
A
Single Product License
allows the licensee to embed one or more Micriµm software
component(s) into an end-product. Each end-product can be produced in an unlimited number of
units, for the lifetime of the end-product.
2.04
Product Line License / Product Family
License
A
Product Line License
(also known as a
Product Family License)
allows the licensee to embed
one or more Micriµm component(s) into an unlimited number of different ‘Single Products’ as long
as each such product perform a similar function. For example, all commercial washing machines
would be considered being part of a product family. Commercial ‘dryers’ would be considered
being part of a different family of products. Each end-product within the product family can be
produced in an unlimited quantity, for the lifetime of the end-products belonging to the product
family.
2.05
CPU-Type License / Platform License
A CPU-Type License allows the licensee to embed a Micriµm component into any number of end
products using a single and specific processor type. The license holder may manufacture an
unlimited number of units of each of these products for the life of the end product that uses the
specific licensed processor type from a specific manufacturer (Atmel, Freescale, Xilinx, etc.). The
processor type is defined as being part of the same architecture. For example, ARM7, ARM9,
Cortex-M3, Coldfire, SH2A, etc.
2.06
Site License
A Site License allows the licensee to embed a Micriµm component into any end product that uses
any CPU as long as the products are designed from a single site.
2.07
Internal Site License
Internal Site license allows the licensee to embed a Micriµm component into multiple projects at a
single site as long as the usage is non-commercial and not sold or transferred to another
company or user.
2.08
Internal Single Project License
Internal Single Project license allow the licensee user(s) to embed a Micriµm component into a
single project at a single site as long as the usage is non-commercial and not sold or transferred
to another company or user.
3.0
3.01
Ports and Drivers
Ports
Ports allow µC/OS-II and µC/OS-III to be adapted to a wide range of processor architectures from
8 to 64 bits and DSPs. µC/OS-II has been ported to over 45 different CPU architectures and
most of those ports can be easily adapted to run µC/OS-III.
When purchasing a µC/OS-II and/or µC/OS-III license, Micriµm will provide the engineer with a
port that is currently in our library and was tested and proven to work in the past with a current or
previous version of µC/OS-II or µC/OS-III. It’s possible that the port might not have been updated
because the processor selected is not in wide use. On the other hand ‘popular’ processors most
likely have been updated to the latest version of the kernel. If an updated version of the port
needed and is not available, NREs (Non-Recurring Engineering) charges might be required.
These charges are on a case by case basis.
3.02
Drivers
Drivers allow components like µC/TCP-IP, µC/USB, µC/FS, µC/CAN, µC/GUI, etc. to be used on
a large selection of MPUs and MCUs.
A driver that was known to work with a previous version of the software component might be
provided to the end user with the purchase of a license. It’s possible that the driver might not
have been updated simply because the controller selected has not been used for some time. If a
‘popular’ controller is selected then most likely the driver will have been updated to the latest
version of the software component. If an updated version of the driver is not available, NREs
(Non-Recurring Engineering) charges might be required.
4.0
4.01
Licensing Agreement
End Products
End Products are those products specifically identified in this Quote for your product to use the
Licensed Products. “Software” includes all code and proprietary information in the Licensed
Products, including but not limited to source code, object code and executable code.
4.02
Grant of License
Subject to this Quote, your acceptance of Micriμm’s License Agreement, and payment in full,
Micriμm hereby grants you a limited, non-exclusive, non-transferable license for the Term (as
defined below) to use Micriμm’s Licensed Products. Subject to specific language contrary herein,
the Licensed Products are only licensed to you and you shall only use the Licensed Products in
the End Products. You may not copy, edit, change, enhance, re-format, reverse engineer or
otherwise modify the Software or Licensed Products. To the extent not licensed to you, all rights
to the Licensed Products and Software, in trade secret, copyright, patent or otherwise, and all
improvements and modifications thereto, shall at all times remain with Micriμm. If requested by
Micriμm, you agree to execute any documents acknowledging Micriμm’s ownership of the
Licensed Products and Software. The Licensed Products are proprietary to Micriμm and do not
contain open source software (defined as any software that is licensed under any open source
license, such as a General Public License) unless specifically designated in writing by Micriμm as
such and only to the extent Micriμm expressly provides in this Quote. Unless expressly stated
otherwise herein, neither you nor your downstream purchasers may sell, distribute or disseminate
in any way our source code, object code or executable code in any manner without Micriμm’s
prior express written consent.
4.03
Maintenance and Support
Only as listed in this Quote, Micriμm may offer maintenance and technical support services to
assist you, such as bug fixes, correction of failures and maintenance patches. In such case,
Micriμm may use a variety of methods, including but not limited to telephone, internet and/or e-
mail, to provide these services to you. Micriμm customer support services are provided between
the hours of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday through Friday (excluding public
holidays and office closures).
4.04
Payment of Fees
You agree to pay Micriμm such fees as may be set forth in this Quote, with all payments due Net
30 in U.S. Dollars, unless otherwise stated herein. Any late or unpaid invoices shall incur interest
at 1.5% per month or the highest rate allowed under applicable law, whichever is less.
4.05
Limited Warranty
Micriμm warrants to you, the Licensee, and only you, that (i) Micriμm is the true, legal and
beneficial owner of the Licensed Products and its component parts or licensee with full legal right
to license to Licensee as set forth in this License Agreement; and (ii) that to the best of Micriμm’s
knowledge, the Licensed Products does not infringe on any third party’s rights. No other
warranties, express, implied, statutory or arising from course of performance, course of dealing,
usage or trade, are given by Micriμm, and all other warranties, including but not limited to
express, implied or statutory, are expressly disclaimed. No oral warranties or modifications to
warranties are binding, unless in writing and executed by a Micriμm executive. Micriμm neither
provides nor assumes any warranty with respect to the Software code provided; does not
guarantee the accuracy, adequacy or completeness of any code provided, and is not responsible
for any errors or omissions or the results obtained from the use of the code. Your sole and
exclusive remedy for any breach of these warranties shall be that Micriμm shall provide you with,
at Micriμm’s sole selection: (i) conforming Licensed Products at Micriμm’s expense or (ii) a refund
for the Licensed Products with cancellation of the license hereunder.
4.06
Limitation of Liability
Micriμm has no liability for any consequential, incidental or special damages by reason of any act
or omission, or arising out of or in connection with the Software, Licensed Products or Micriμm’s
performance hereunder, including without limitation any loss of use, lost revenues, lost business
opportunities, lost profits, costs associated with down time and any similar and dissimilar losses,
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