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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    Terms of use

    Pre-release agreement

    Pre-release agreement terms and conditions

    IMPORTANT - PLEASE READ BEFORE INSTALLING OR USING NUMONYX™ PRE-RELEASE PRODUCTS

    Please review the following terms carefully before using any Numonyx™ pre-release product, including any evaluation, development or reference hardware and/or software product (collectively, “Pre-Release Product”). By using the Pre-Release Product, you indicate your acceptance of these terms, which constitute the agreement (the “Pre-Release Agreement” or “Agreement”) between you (“Customer”) and Numonyx B.V., a Dutch corporation acting through its Swiss branch and including its subsidiaries (“Numonyx”), effective as of the date that you open the package containing any Pre-Release Product (the “Effective Date”). In the event that you do not agree with any of these terms and conditions, do not use or install the Pre-Release Product and promptly return it unused to Numonyx.

    SCOPE OF USE.

    You may use the Pre-Release Product solely for the purposes of evaluating Numonyx Pre-Release Products and developing product(s) incorporating one or more Numonyx products. You agree that you will not offer for sale, sell, transfer or otherwise distribute the Pre-Release Product in any form to any third party (including, without limitation, any end customers, resellers or distributors of your products) without the express, prior written approval of Numonyx. The Pre-Release Product may not be sold, leased, rented, reverse engineered, disassembled, or used for any other purposes whatsoever.

    DEVELOPMENT PLATFORM.

    You understand that the Pre-Release Product is still under development by Numonyx and/or Numonyx suppliers. It may not be fully tested, lack regulatory approvals, and contain bugs or errors. Accordingly, you agree that the Pre-Release Product is not suitable for commercial release in its current state. Numonyx is not under any obligation to develop and/or release or offer for sale or license a final product based upon either the Pre-Release Product or any development platform related thereto and may unilaterally elect to abandon the Pre-Release Product or any such development platform at any time and without any obligation or liability whatsoever to you.

    LICENSE.

    Numonyx herewith grants to You a limited, non-transferable, non-exclusive license under Numonyx trade secrets and copyrights to use the Pre-release Product under the terms of this Agreement for the sole purpose to enable You to design, develop, and debug products that are designed to incorporate or otherwise designed to work in conjunction with such Numonyx Pre-release Product and for no other purpose.

    If software is included as part of the Pre-Release Product (“Pre-Release Software”), Numonyx grants you a non-exclusive, non-transferable, limited copyright license to use the Pre-Release Software solely for the purposes stated above. Any third party software shall be governed by the terms of this Agreement; provided, however, that any open source software modules shall be governed solely in accordance with the terms of the accompanying open source software license agreement. You may not separate the Pre-Release Software from the Pre-Release Product, nor may you copy, distribute, reproduce, use, sublicense or allow access to the Pre-Release Software unless expressly agreed to in advance and in writing by an authorized representative of Numonyx. You may not, nor may you assist any other person or entity to, modify, translate, convert to another programming language, decompile, reverse engineer, or disassemble any portion of the Pre-Release Software or otherwise attempt to derive source code from the Pre-Release Software or any internal data files generated by the Pre-Release Software. Under no circumstances may you incorporate any open source software or otherwise make such open source software part of the Pre-Release Software.

    REVERSE ENGINEERING.

    You expressly agree that you shall not perform, nor allow, authorize or assist others, in reverse engineering, decompilation, disassembly, photographic and/or video reproduction, or the like upon the Pre-Release Product to attempt to learn information about the internal architecture, design, operation, manufacture, features, or functionality of any Numonyx Pre-release Product , beyond that information provided to you by or on behalf of Numonyx. Moreover, You grant Numonyx the right to make a reasonable audit upon reasonable suspicion of breach to verify compliance with this Agreement. Nothing herein shall be construed to limit your ability to design, develop, debug, optimize and/or support the development of products without use of or access to the Pre-Release Product .

    OWNERSHIP.

    All right, title and interest in the Numonyx intellectual property embodied in the Pre-Release Product, Pre-Release Software and accompanying materials, if any, are owned by Numonyx and may be protected by copyright, trademark, patent and trade secret law and international treaties. Any rights, express or implied, in the Numonyx intellectual property embodied in the foregoing, other than those specified in this Agreement, are reserved by Numonyx and its suppliers and licensors. Nothing in this Agreement shall constitute a license of all or any part of the Pre-Release Product or of any right to sell, make, or have made the Pre-Release Product. You will keep the Pre-Release Product free of liens, attachments, and other encumbrances. You agree not to remove any proprietary notices and/or any labels from the Pre-Release Product and accompanying materials, if any (including but not limited to the engineering sample label), without prior written approval by Numonyx.

    RESTRICTION ON MOVEMENT.

    You shall not lease, sublease, sell, rent, assign, or otherwise transfer, distribute or dispose of the Pre-Release Product and any accompanying materials. You shall not remove, move, or relocate the Pre-Release Product, including any accompanying material, from its “Ship To Location” without prior written approval from Numonyx.

    RISK OF LOSS.

    Risk of loss or damage to the Pre-Release Product is transferred to you immediately upon delivery of the Pre-Release Product to you.

    CONFIDENTIALITY.

    The Pre-Release Product, including the Pre-Release Software and accompanying materials, if any, contains confidential and/or proprietary information of Numonyx and is subject to the Corporate Nondisclosure Agreement (CNDA) appended hereto as Addendum A, When you open the package containing Pre-Release Product, the CNDA is hereby automatically entered between you ( the “Participant”) and, Numonyx, solely for purposes of this Pre-Release Agreement . Accordingly, you agree that you will not, nor will you authorize or permit any third party to, distribute, transfer, assign, sublicense, or otherwise disclose to any third party the Pre-Release Product or any part thereof or any other confidential or proprietary information of Numonyx provided in connection herewith, except as otherwise expressly provided in this Agreement.

    Without limiting the above, you may disclose engineering samples (excluding evaluation boards and evaluation systems) that are included in the Pre-Release Product to third-party consultants or subcontractors (“Contractors”) who agree to be bound by written non-disclosure terms that are no less restrictive than those set forth in this Agreement and the CNDA, provided that you will be liable for any breach of those terms by such Contractors.

    FEEDBACK.

    To assist Numonyx in identifying problems with and making improvements to the Pre-Release Product, Numonyx invites your feedback concerning any bugs, errors or other problems discovered during the course of your evaluation or use of the Pre-Release Product. Numonyx shall have unrestricted rights to use such feedback to improve or modify the Pre-Release Product.

    EXCLUSION OF WARRANTIES.

    THE PRE-RELEASE PRODUCT IS NON-QUALIFIED AND, AS SUCH, IS PROVIDED "AS IS" AND POSSIBLY WITH FAULTS. UNLESS EXPRESSLY AGREED OTHERWISE, NUMONYX DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Numonyx does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Pre-Release Software. You assume all liability, financial or otherwise, associated with the use or other disposition of the Pre-Release Product.

    NO CERTIFICATIONS.

    Regulatory approvals for the Pre-Release Product (such as UL or FCC) have not been obtained, and the Pre-Release Product may therefore not be certified for use in certain countries.

    CHANGE, CANCELLATION.

    The Pre-Release Product contains “alpha” or “beta” designated pre-release features, which may not be fully functional and which Numonyx may substantially modify in producing any “Production-level” version of the Pre-Release Product. Numonyx can provide no assurance that it will ever produce or make generally available a “Production-level” version of the Pre-Release Product.

    LIMITATION OF LIABILITY.

    IN NO EVENT SHALL NUMONYX OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRE-RELEASE PRODUCT NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF NUMONYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TERMINATION, DUTY TO RETURN.

    Unless otherwise agreed by Numonyx, upon the earlier of written request of Numonyx or expiration or other termination of this Agreement, you will immediately return the Pre-Release Product and all copies of the Pre-Release Software to Numonyx. Numonyx reserves the right to repossess any Pre-Release Product not timely returned or to charge a fee for failure to return.

    APPLICABLE LAW.

    Claims arising under this Agreement shall be governed by the laws of Delaware, excluding its principles of conflict of laws and excluding the United Nations Convention on Contracts for the Sale of Goods.

    ASSIGNMENT.

    Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated (whether by operation of law or otherwise) by you without Numonyx prior written consent.

    WAIVER AND AMENDMENT.

    No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by an officer of Numonyx. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. Without limiting the foregoing, terms and conditions on any purchase orders or similar materials submitted by you to Numonyx, and any terms contained in Numonyx standard acknowledgment form that are in conflict with this Agreement , shall be of no force or effect.

    SEVERABILITY.

    If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

    EXPORT RESTRICTIONS.

    You acknowledge that the Pre-Release Product is subject to applicable import and export regulations of the United States and of the countries in which you transact business, specifically including U.S. Export Administration Act and Export Administration Regulations. You shall comply with such laws and regulations, as well as all other laws and regulations applicable to the Pre-Release Product. Without limiting the generality of the foregoing, you agree that you will not export, re-export, transfer or divert any of the Pre-Release Product or the direct Pre-Release Product thereof to any restricted place or party in accordance with U.S. export regulations. Note that Pre-Release Product containing encryption may be subject to additional restrictions.