Software License Agreement

Micron Technology, Inc. Software License Agreement.

 


PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) FROM MICRON TECHNOLOGY, INC. (“MTI”) CAREFULLY: BY INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE AND ANY RELATED PRINTED MATERIALS (“SOFTWARE”), YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE.

LICENSE: MTI hereby grants to you the following rights: You may use and copy the Software and redistribute it to third parties subject to the terms of this Agreement. You must maintain all copyright notices on all copies of the Software. MTI may make changes to the Software at any time without notice to you. In addition MTI is under no obligation whatsoever to update, maintain, or provide new versions or other support for the Software.

OWNERSHIP OF MATERIALS: You acknowledge and agree that the Software is proprietary property of MTI and is protected by United States copyright law and international treaty provisions. Except as expressly provided herein, MTI does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated proprietary rights, are and shall remain with MTI. This Agreement does not convey to you an interest in or to the Software, but only a limited right to use, copy and redistribute the Software in accordance with the terms of this Agreement. The Software is licensed to you and not sold.

DISCLAIMER OF WARRANTY: The Software is provided “AS IS” without warranty of any kind. MTI EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. MTI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, MTI DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. IN NO EVENT SHALL MTI, ITS AFFILIATED COMPANIES OR THEIR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

TERMINATION OF THIS LICENSE: MTI may terminate this license at any time if you are in breach of any of the terms of this Agreement. Upon termination, you will immediately destroy all copies the Software.

GENERAL: This Agreement constitutes the entire agreement between MTI and you regarding the subject matter hereof and supersedes all previous oral or written communications between the parties. This Agreement shall be governed by the laws of the State of Idaho without regard to its conflict of laws rules.

CONTACT: If you have any questions about the terms of this Agreement, please contact MTI’s legal department at (208) 368-4500.

By clicking on the Accept button, you agree to the terms of the License Agreement. You must agree to the terms in order to download the software.

Non-Disclosure Agreement

Micron Technology, Inc. NDA Agreement

To access these documents, you must first read and accept Micron's electronic non-disclosure agreement. If the Recipient has a written confidentiality agreement with Micron Technology, Inc. you will need to click "Accept" at the bottom of this page, but the terms of the written confidentiality agreement will apply.

ON-LINE NONDISCLOSURE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (EACH A "RECIPENT") AND MICRON TECHNOLOGY, INC. ("MTI") STATING THE TERMS AND CONDITIONS THAT GOVERN THE CONFIDENTIALITY OF INFORMATION POSTED TO OR MADE AVAILABLE THROUGH THE MICRON WEBSITE. PLEASE CAREFULLY READ THIS NONDISCLOSURE AGREEMENT ("AGREEMENT") BEFORE CLICKING "ACCEPT" AT THE BOTTOM OF THE PAGE. BY CLICKING ON"ACCEPT", RECIPIENT IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF RECIPIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "DECLINE" AND RECIPENT WILL BE UNABLE TO ACCESS CONFIDENTIAL INFORMATION.

1. Written Nondisclosure Agreement. If Recipient and MTI have entered into a written confidentiality agreement ("Confidentiality Agreement") that is in effect as of the date Recipient enters into this Agreement and such Confidentiality Agreement already applies to and governs the Confidential Information (defined below), then the terms of such Confidentiality Agreement shall apply to and govern Recipient’s obligations concerning such Confidential Information and not the terms of this Agreement.

2. Confidential Information. "Confidential Information" means any information or data posted to or made available through MTI’s secure website that is (i) marked or labeled as "Confidential" or "Proprietary" or with similar designation, or (ii) of a nature that a reasonable person would know such information is confidential. Confidential Information does not include that which:

(i) is proven by Recipient through competent evidence to rightfully have already been in Recipient's possession at the time of disclosure without an obligation of confidentiality;

(ii) is or becomes available to the public through no fault or breach on the part of Recipient;

(iii) is independently developed by Recipient without use of or reference to the Confidential Information;

or (iv) is rightfully obtained from a third party who has the right to transfer or disclose it to Recipient without restriction.

3. Purpose of Disclosure and Restriction on Use. Confidential Information is disclosed hereunder strictly for the purpose of Recipient’s internal evaluation and/or to assist Recipient in the implementation of an MTI device or product into a commercial product ("Purpose"). Recipient shall use the Confidential Information solely in accordance with the terms of this Agreement to accomplish the Purpose and shall make no further use, in whole or in part, of the Confidential Information.

4. Non-Disclosure. Recipient agrees to protect the Confidential Information, using at least the same degree of care it uses to protect its own confidential and proprietary information, but in no case with less than reasonable care. Recipient shall not disclose, publish or disseminate Confidential Information to anyone other than those of its employees, agents, contractors and consultants (collectively "Representatives") who have a need to know the information in order to accomplish the Purpose and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information on terms no less restrictive and protective than those contained within this Agreement. Recipient will be responsible for any violation of the terms of this Agreement by its Representatives. Recipient may disclose Confidential Information to the extent required by law, provided Recipient shall promptly notify MTI in writing of such requirement to disclose and Recipient shall cooperate with MTI’s efforts to protect the Confidential Information. Recipient shall notify MTI promptly in writing in the event of any disclosure of the Confidential Information which is not authorized under this Agreement.

5. Feedback. Notwithstanding any other provision in this Agreement, if Recipient provides any ideas, suggestions or recommendations to MTI regarding Confidential Information ("Feedback"), MTI is free to use and incorporate such Feedback in MTI’s products, without payment of royalties or other consideration to Recipient, so long as MTI does not infringe Recipient’s patents, copyrights or trademark rights in the Feedback.

6. Copies. Recipient shall not make any copies of Confidential Information except as strictly necessary to carry out the above-stated Purpose. Any copies that are made must be identical to the original, may not be modified, and shall be considered the property of MTI.

7. No License. No Warranty. Except as expressly set forth herein, no license is granted hereunder to any patents, copyrights, mask works, or trademarks either expressly, by implication, estoppel or otherwise. Any such license must be express and in writing from MTI. All Confidential Information shall remain the property of MTI and nothing in this Agreement shall restrict MTI from using, disclosing or disseminating such Confidential Information in any way. CONFIDENTIAL INFORMATION IS DISCLOSED HEREUNDER "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR UTILITY OF SUCH CONFIDENTIAL INFORMATION.

8. Termination of Obligations of Confidentiality. This Agreement will become effective on the date Recipient clicks on "Accept." Notwithstanding any termination of this Agreement, the provisions of this Agreement shall continue for a period of five (5) years from the date of each disclosure of Confidential Information. MTI may terminate this Agreement at any time in its sole discretion upon written notice to Recipient (including such notice transmitted through this secure MTI website or via electronic mail to Recipient).

9. Return of Confidential Information. Within ten (10) business days of MTI’s written request, and at MTI’s option, Recipient shall return or certify to MTI the destruction of the Confidential Information including, without limitation, hard copy and electronic documents and all materials created by Recipient that contain the Confidential Information.

10. Governing Law and Attorneys' Fees. This Agreement shall be governed by the laws of the State of Idaho, U.S.A., excluding its conflict of laws principles. Recipient hereby consents to the personal jurisdiction of the courts of Idaho for any dispute arising out of this Agreement. In the event of any suit, action or proceeding arising out of or relating to this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and reasonable costs incurred.

11. Export. Recipient agrees that Confidential Information, or any portion thereof, shall not be exported or re-exported, directly or indirectly, in any form, except in compliance with the U.S. Export Administration Act and all other applicable export control laws or regulations.

12. Injunctive Relief. Recipient acknowledges and agrees that disclosure of Confidential Information in violation of the terms of this Agreement will cause irreparable harm to MTI for which monetary damages would not be an adequate remedy. Therefore, Recipient agrees that, in addition to any other remedies available to MTI, in the event of any breach or threatened breach of this Agreement, MTI shall be entitled to injunctive relief and Recipient waives any requirement for the posting of a bond in connection therewith.

13. No Implied Waiver. MTI’s failure or delay in exercising any of its rights hereunder will not constitute a waiver of such rights unless expressly waived in writing.

14. General. This Agreement:

(i) may be amended or modified only by an express writing signed by Recipient and an authorized representative of MTI;

(ii) will not be construed as creating any joint venture, partnership or other form of business association between the parties hereto;

(iii) is not assignable or delegable in whole or in part by Recipient without the express written consent of MTI;

(iv) shall inure to the benefit of and be binding upon the parties, their successors, the assigns of MTI and the permitted assigns of Recipient;

and (v) is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall not be binding on the parties hereto.

15. Authorized Signatory. The individual clicking on "Accept" is entering into this Agreement and accessing Confidential Information either (1) as an individual, and hereby agrees that he or she shall be personally liable to MTI if Confidential Information is disclosed or used in a manner not authorized by this Agreement, or (2) on behalf of an employer or other entity, and hereby represents and warrants that he or she has full legal authority to bind such employer or entity to this Agreement and that such employer or entity shall be legally bound by all of the terms and conditions of this Agreement as Recipient hereunder. IF CONFIDENTIAL INFORMATION IS FOR AN EMPLOYER OR ENTITY, BUT YOU DO NOT HAVE THE LEGAL AUTHORITY TO SO BIND SUCH EMPLOYER OR ENTITY, THEN DO NOT ACCESS, VIEW, READ, OR DOWNLOAD IN ANY WAY CONFIDENTIAL INFORMATION, AND DO NOT CLICK ON "ACCEPT."

In order to review documents, you must accept the NDA. If you do not accept these terms, select Decline to exit this menu.

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Export Compliance Certification (ECC)

Micron Technology Inc. ECC Agreement

To access this information, you must agree to comply with all applicable U.S. export control restrictions, including all laws, regulations, and requirements.  By clicking “I Agree” below, you agree to comply with those restrictions, including that: 

  • You agree not to transfer or export the information:
    • To any non-U.S. person or location without obtaining any necessary approvals from the U.S. Government.
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  • You will refrain from using the information for activities related to the development, production, or support of advanced integrated circuits (ICs) at a semiconductor facility, or for the development, production, or support of supercomputers, in China or Hong Kong.
  • Except as permitted under U.S. law, you are not accessing the information for non-U.S. military activities (including activities related to weapons of mass destruction) or for the benefit of non-U.S. military entities or end users.
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    Surplus

    Conditions

    Surplus Equipment General Conditions of Sale

    1. Payment.

    Buyer shall make payment in full prior to release of the Equipment. If applicable, Buyer shall include the invoice number in the comments on the wire transfer and pay all wire transfer fees. Buyer shall pay all applicable duties and taxes.

    2. Delivery and Risk of Loss.

    The sale of the Equipment shall be FCA (Incoterms 2010) Micron’s fabrication facility. Micron’s liability for the Equipment shall cease and title and all risk of loss or damage shall pass to Buyer upon Micron making the Equipment available to Buyer on the specified date pursuant to Section 11 of this Agreement (“Pick-Up Date”), regardless of any provision for payment of freight, insurance or the form of shipping documents.

    3. Conditions Precedent To Sale.

    As conditions precedent of this Agreement, Buyer will:

    • Obtain or assist Micron and its related corporations in obtaining any required licenses and permits under all statutes, rules and regulations of the government of the United States of America and agencies thereof by supplying such documentation or information as may be requested by Micron.
    • Comply with such statutes, rules and regulations of the United States of America and agencies thereof;
    • Maintain the necessary records to comply with such statutes, rules and regulations;
    • Obtain all governmental approvals and licenses necessary to import the Equipment into any other country; and
    • Not to sell, transfer or otherwise dispose of the Equipment in violation of the export laws or other statutes, rules and regulations of the United States of America.

    4. Deinstallation, Packaging, Crating and Loading of Equipment.

    Buyer will at its cost deinstall, package, crate and load the Equipment. All agents or employees of Buyer who participate in the deinstallation, packaging, crating, labeling, loading or shipping of the Equipment shall have all required certifications, and all shall participate subject to Micron’s approval in its sole discretion. All agents or employees of Buyer that participate in the deinstallation, packaging, crating, labeling, loading or shipping of the Equipment shall comply at all times with all relevant Micron policies. Notwithstanding any of the foregoing, if Micron in its reasonable judgment believes that Buyer’s deinstallation, packaging, crating, labeling, loading or shipping of the Equipment will in any way fail to comply with applicable laws, rules or regulations, Micron may without giving notice assume control of deinstallation, packaging, crating, labeling, loading and/or shipping the Equipment, all costs of which will be borne by Buyer.

    5. Inspection.

    Buyer has had full opportunity to physically inspect the Equipment prior to entering into this Agreement. Buyer acknowledges and agrees that to the extent it elects not to physically inspect the Equipment that Buyer hereby expressly waives any rights it may have, if any, to seek any recourse for any claim that such inspection would have revealed.

    6. NO WARRANTY.

    THE EQUIPMENT IS USED AND IS SOLD “AS IS”, WITH ALL FAULTS, DEFECTS AND WITHOUT ANY WARRANTY OF ANY KIND. MICRON EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

    ALL SOFTWARE, IF ANY, IS SOLD “AS IS” AND WITHOUT WARRANTY OF ANY KIND. MICRON EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED ON SOFTWARE, INCLUDING BUT NOT LIMITED TO, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MICRON DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET BUYER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

    NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MICRON OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. BUYER ACCEPTS THE RISKS OF USE AND EXCEPT AS OTHERWISE STATED HEREIN SUCH RISKS FALL SOLELY ON BUYER.

    BUYER EXPRESSLY UNDERSTANDS AND AGREES THAT MICRON DOES NOT WARRANT THAT THE EQUIPMENT OR SOFTWARE IS FREE OF CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT BY ANY THIRD PARTY. MICRON HEREBY DISCLAIMS ANY SUCH WARRANTY OR INDEMNIFICATION AGAINST INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING BUT NOT LIMITED TO PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT.

    7. LIMITATION OF LIABILITY.

    IN NO EVENT SHALL MICRON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR INTERRUPTION OF BUSINESS, RESULTING FROM MICRON’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF ANY EQUIPMENT OR SOFTWARE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, THE NEGLIGENCE OF MICRON, OR OTHERWISE.

    IN NO EVENT SHALL MICRON’S TOTAL CUMULATIVE LIABILITY TO BUYER UNDER ANY CLAIM HEREUNDER OR RELATING HERETO, WHETHER IN CONTRACT OR IN TORT, EXCEED THE SUM PAID TO MICRON BY THE BUYER FOR THE EQUIPMENT WHICH IS THE SUBJECT OF SUCH CLAIM.

    8. Software Licensing.

    This is a sale of hardware items only and does not include a sale or license of program code (software) in any form, regardless of whether such software has been packaged with, integrated into or otherwise included with the Equipment. Any software included with the Equipment may be the property of a third party. Buyer agrees to destroy all such software or to obtain an appropriate license for its continued use.

    9. Indemnification.

    Buyer, on behalf of itself and its employees and agents, shall indemnify, defend and hold harmless Micron, its subsidiaries and affiliates and their directors, officers, agents and employees from and against any and all liabilities, claims, demands, damages, causes of action, losses, expenses and attorney’s fees, whether known or unknown, arising out of the Buyer’s purchase or use of the Equipment.

    10. Governing Law.

    This Agreement shall be governed by and construed in accordance with the laws of the State/Country of sale, without reference to such State’s/Country’s conflict of laws principles. The parties agree that the court in the country of sale have jurisdiction over matters arising from or in connection with this Agreement and that all litigation related to this Agreement shall, to the extent possible, be conducted in the country of sale. The parties hereby acknowledge and agree that the provisions of the Sale of Goods (United Nations Conventions) Act, Chapter 283A are expressly excluded and shall not apply to the terms and conditions of this Agreement.

    11. Acceptance and Performance.

    Time is of the essence in the execution and performance of this Agreement. Buyer shall have this Agreement executed by a duly authorized representative of Buyer and return it to Micron within one (1) day of the date first set forth above. Buyer shall take delivery of the Equipment within ten (10) days of the date first set forth above or as otherwise specified by Micron.

    12. Taxes.

    Unless otherwise stated on the face hereof, stated prices do not include any customs duties, sales, use, value added, excise, goods and services, federal, state, local or other taxes. Buyer shall pay all such duties or taxes, or, in lieu thereof, Buyer shall provide Micron with an appropriate resale or exemption certificate.

    13. Force Majeure.

    Micron shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or any other difficulties which are beyond the reasonable control of Micron.

    14. Export Control Law.

    Buyer warrants and represents that it will not export any Equipment (and associated technical data or software, if any) that is the subject of this Agreement, whether directly or indirectly, without first obtaining all licenses and other approvals required for such export under United States law and/or other applicable foreign country law. This includes the licensable release of Equipment (and associated technical data or software, if any) to a foreign national from a restricted country.

    15. Compliance with Laws.

    Buyer shall comply with all national, state and local laws, rules and regulations, including but not limited to laws and regulations governing manufacturing, processing, distribution, transportation, labeling, handling, discharge, treatment, disposal, recycling, reclamation, use, import, export or other activity utilizing or relating to the Equipment. Buyer agrees to indemnify and hold Micron harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorneys’ fees) that Micron may incur due to Buyer’s non-compliance with applicable laws, rules and regulations, including any of the laws, rules and regulations mentioned in Section 14 of this Agreement.

    16. Hazardous Materials.

    The Equipment may contain chemical residue. Buyer acknowledges this fact and agrees to indemnify Micron against any and all claims or actions for damage or other relief that may arise due to the property containing such chemical residue. Buyer agrees to meet all applicable government safety standards and environmental regulations and laws for the removal, transportation, labeling, use and disposal of the Equipment. Material Safety Data Sheets will be made available to Buyer upon request.

    17. Terms and Conditions.

    This sale is subject to, and Micron’s acceptance is conditioned upon, Buyer’s assent to the terms and conditions stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by Buyer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY BUYER AT ANY TIME ARE HEREBY OBJECTED TO BY MICRON, AND ANY SUCH DOCUMENT SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON MICRON. No remedy set forth herein shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. The prevailing party or parties to any litigation or other proceedings arising out of this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees from the other party or parties. If it is determined by a court of competent jurisdiction as part of a final nonappealable ruling, government action or binding arbitration that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. All section headings herein are for convenience only and are in no way to be construed as part of this Agreement or as a limitation or expansion of the scope of the particular sections to which they refer. No modification of, or amendment to, this Agreement (including any implied waiver) shall be effective unless in writing signed by all parties hereto. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and merges all prior or contemporaneous agreements and understandings (whether written, verbal or implied) of the parties with respect thereto. All obligations and duties which by their nature survive the expiration or termination of this Agreement shall remain in effect beyond any expiration or termination. No actions, regardless of form, arising out of this Agreement, may be brought by either party more than two years after the cause of action has arisen, or, in the case of nonpayment, more than two years from the date payment was due. The waiver by either party of any instance of the other party’s noncompliance with any obligation or responsibility herein shall not be deemed a waiver of subsequent instances or of either party’s remedies for such noncompliance.