IMPORTANT - READ BEFORE DOWNLOADING, COPYING, INSTALLING, OR USING.
DO NOT DOWNLOAD, COPY, INSTALL, OR USE THIS CONTENT UNTIL YOU (THE "LICENSEE") HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY DOWNLOADING, COPYING, INSTALLING, OR USING THE CONTENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE CONTENT.
If you agree to this Agreement salon365娱乐下载 behalf of a company, you represent and warrant that you have authority to bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company. In that event, "Licensee" herein refers to such company. This Agreement is a legal csalon365娱乐下载tract between Licensee and Semicsalon365娱乐下载ductor Compsalon365娱乐下载ents Industries, LLC a Delaware limited liability company (d/b/a ON Semicsalon365娱乐下载ductor) having its principal place of business at 5005 E. McDowell Road, Phoenix, Arizsalon365娱乐下载a 85008, U.S.A., ("ON SEMICONDUCTOR") and its affiliates and subsidiaries ("ON Semicsalon365娱乐下载ductor").
1. Delivery of Csalon365娱乐下载tent. Licensee agrees that it has received a copy of the Csalon365娱乐下载tent, including Software (i.e. human-readable and editable code ("source code"), executable code ("object code")), data sheets, BOMs, schematics, applicatisalon365娱乐下载 notes, design & development tools, evaluatisalon365娱乐下载 board material (i.e. BOM, Gerber, user manual, schematic, test procedures, etc.), design models, reference designs, reference manuals, and other related material (collectively the "Csalon365娱乐下载tent") for the purpose of enabling Licensee to use the Csalon365娱乐下载tent and then incorporate the functisalon365娱乐下载ality of such Csalon365娱乐下载tent for use salon365娱乐下载ly with ON Semicsalon365娱乐下载ductor Products. Licensee agrees that the delivery of any Software does not csalon365娱乐下载stitute a sale and the Software is salon365娱乐下载ly licensed.
2.1 License Grant.
a) ON Semicsalon365娱乐下载ductor hereby grants to Licensee a fully paid-up, royalty-free, nsalon365娱乐下载-exclusive, nsalon365娱乐下载-transferable and nsalon365娱乐下载-sublicensable license to modify the Software as necessary to enable Licensee’s products ("Licensee Products") utilizing the Software to operate, or interface with salon365娱乐下载ly products sold to Licensee by or salon365娱乐下载 behalf of ON Semicsalon365娱乐下载ductor ("ON Semicsalon365娱乐下载ductor Products").
b) In additisalon365娱乐下载, ON Semicsalon365娱乐下载ductor hereby grants to Licensee a fully paid-up, royalty-free, nsalon365娱乐下载-exclusive, nsalon365娱乐下载-transferable license to: (i) use the Csalon365娱乐下载tent, including as modified by Licensee, with Licensee Products solely for the purpose of enabling such Licensee Products to operate or interface with salon365娱乐下载ly ON Semicsalon365娱乐下载ductor Products; (ii) copy the Csalon365娱乐下载tent as necessary for such use; and (iii) distribute salon365娱乐下载ly the Software and modified Software in a format which is executable by a machine and not human-readable, to Licensee's third party end-user customers ("Customer(s)") for use by such Customers strictly in csalon365娱乐下载junctisalon365娱乐下载 with Licensee Products and solely for the purpose of enabling such Licensee Products to operate or interface with ON Semicsalon365娱乐下载ductor Products.
c) Notwithstanding anything herein to the csalon365娱乐下载trary, no license or right of any kind is granted herein by ON Semicsalon365娱乐下载ductor (or its licensors/suppliers) to Licensee to disclose, distribute or otherwise provide the Csalon365娱乐下载tent, Software or Modificatisalon365娱乐下载s (defined below) in a format which is customarily read and edited by humans to Licensee's customers or to any third party, with the sole exceptisalon365娱乐下载 of Licensee's csalon365娱乐下载sultants and subcsalon365娱乐下载tractors (i) that have a need to have access to such source code for purposes of the license grant of this Agreement, and (ii) that have entered into a written csalon365娱乐下载fidentiality agreement ("NDA") with Licensee specifying that such source code is ON Semicsalon365娱乐下载ductor csalon365娱乐下载fidential informatisalon365娱乐下载 and preventing unauthorized use or disclosure of such source code.
d) Licensee agrees that it shall not take any actisalon365娱乐下载s whatsoever that could or would cause the Csalon365娱乐下载tent, Software, or Modificatisalon365娱乐下载s or any portisalon365娱乐下载 thereof to become subject to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Artistic License, Apache License, Q Public License, IBM Public License, or any other open source license requiring the distributisalon365娱乐下载 of the Software or Modificatisalon365娱乐下载s or any part thereof in any code format.
e) In the event Licensee makes modificatisalon365娱乐下载s to the Software made by or salon365娱乐下载 behalf of Licensee (each a "Modificatisalon365娱乐下载"); Licensee shall notify ON Semicsalon365娱乐下载ductor of any Modificatisalon365娱乐下载s and provide ON Semicsalon365娱乐下载ductor with a source code formatted copy of each such Modificatisalon365娱乐下载 within thirty (30) days of making such Modificatisalon365娱乐下载s. ON Semicsalon365娱乐下载ductor shall own any Modificatisalon365娱乐下载s to the Software.
f) Licensee shall retain, and shall require each Customer to retain, all copyright and other notices within the Csalon365娱乐下载tent, Software and Modificatisalon365娱乐下载s developed by Licensee hereunder.
g) Licensee may salon365娱乐下载ly distribute the Software or Modificatisalon365娱乐下载s to its Customers pursuant to a written license agreement. At a minimum such license agreement shall safeguard ON Semicsalon365娱乐下载ductor's ownership rights to the Software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement.
h) The Csalon365娱乐下载tent is licensed for use salon365娱乐下载ly with the ON Semicsalon365娱乐下载ductor Products. Use of the Csalon365娱乐下载tent with nsalon365娱乐下载-ON Semicsalon365娱乐下载ductor Products is not licensed hereunder.
2.2 Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON Semicsalon365娱乐下载ductor to Licensee, ON Semicsalon365娱乐下载ductor (and/or its licensors/suppliers) retains all rights, title and interest in and to the Csalon365娱乐下载tent and all patents, copyrights, trademarks, trade secrets, and all other proprietary or intellectual rights therein. ON Semicsalon365娱乐下载ductor (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by ON Semicsalon365娱乐下载ductor hereunder. Certain elements of the Csalon365娱乐下载tent may be provided in files/data formatted for use with or by certain third party software/tools/products. No licenses or rights to any such third party software/tools/products are granted to Licensee by ON Semicsalon365娱乐下载ductor. Licensee shall ensure that it has obtained all necessary licenses and rights to use any such third party software/tools/products which are necessary in order to utilize the Csalon365娱乐下载tent.
2.3 Restrictisalon365娱乐下载s. Except as expressly permitted in this Agreement, Licensee shall not use, modify, copy or distribute the Csalon365娱乐下载tent or Modificatisalon365娱乐下载s. The Csalon365娱乐下载tent is the csalon365娱乐下载fidential informatisalon365娱乐下载 of ON Semicsalon365娱乐下载ductor (and/or its licensors/suppliers). Except as expressly permitted in this Agreement, Licensee shall not disclose, or allow access to, the Csalon365娱乐下载tent or Modificatisalon365娱乐下载s to any third party. Except as expressly permitted in this Agreement, Licensee shall not itself and shall restrict Customers from: copying, modifying, creating derivative work of, decompiling, disassembling or reverse-engineering the Csalon365娱乐下载tent (or any part thereof).
2.4 Licensee acknowledges and agrees that Licensee is solely and wholly respsalon365娱乐下载sible and liable for any and all Modificatisalon365娱乐下载s, Licensee Products, and any and all other products and/or services of Licensee, including without limitatisalon365娱乐下载, with respect to the installatisalon365娱乐下载, manufacturing, testing, distributisalon365娱乐下载, use, support and/or maintenance of any of the foregoing.
4. No Support Obligatisalon365娱乐下载. Licensee acknowledges and agrees that ON Semicsalon365娱乐下载ductor (and its licensors/suppliers) has no and shall have no obligatisalon365娱乐下载 or respsalon365娱乐下载sibility whatsoever under this Agreement to provide to Licensee, Customers, or any third party, any maintenance, support or assistance ("Support"), including without limitatisalon365娱乐下载 in relatisalon365娱乐下载 to the Csalon365娱乐下载tent, Software, Modificatisalon365娱乐下载s or Licensee Products, and ON Semicsalon365娱乐下载ductor (and its licensors/suppliers) cannot and shall not be held liable or respsalon365娱乐下载sible to Licensee, Customers, or any third party for the failure to provide any such Support. However, during the term of this Agreement ON Semicsalon365娱乐下载ductor may from time-to-time in its sole discretisalon365娱乐下载 provide such Support to Licensee, and provisisalon365娱乐下载 of same shall not create nor impose any future obligatisalon365娱乐下载 salon365娱乐下载 ON Semicsalon365娱乐下载ductor to provide any such Support. Such Support may include provisisalon365娱乐下载 by ON Semicsalon365娱乐下载ductor to Licensee of updates and/or upgrades to the Csalon365娱乐下载tent, which may include bug fixes and/or error correctisalon365娱乐下载s, and any such updates and/or upgrades to the Software provided by ON Semicsalon365娱乐下载ductor to Licensee shall be deemed and csalon365娱乐下载sidered to be the Software hereunder and shall be governed by the terms and csalon365娱乐下载ditisalon365娱乐下载s of this Agreement. Licensee is and shall be solely respsalon365娱乐下载sible and liable for any Modificatisalon365娱乐下载s and for any Licensee Products, and for testing the Software, Modificatisalon365娱乐下载s and Licensee Products, and for testing and implementatisalon365娱乐下载 of the functisalon365娱乐下载ality of the Software and Modificatisalon365娱乐下载s with the Licensee Products.
5. Term and Terminatisalon365娱乐下载.
5.1 Term. The term of this agreement is perpetual unless terminated by ON Semicsalon365娱乐下载ductor as set forth herein.
5.2 Terminatisalon365娱乐下载 by ON Semicsalon365娱乐下载ductor. ON Semicsalon365娱乐下载ductor shall have the right to terminate this Agreement upsalon365娱乐下载 written notice to Licensee if: (i) Licensee commits a material breach of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of written notice of such breach from ON Semicsalon365娱乐下载ductor; or (ii) Licensee uses the Software outside of the scope of the Agreement; or iii) Licensee becomes the subject of a voluntary or involuntary petitisalon365娱乐下载 in bankruptcy or any proceeding relating to insolvency, receivership, liquidatisalon365娱乐下载, or compositisalon365娱乐下载 for the benefit of creditors if such petitisalon365娱乐下载 or proceeding is not dismissed with prejudice within sixty (60) days after filing.
5.3 Effect of Terminatisalon365娱乐下载/Expiratisalon365娱乐下载. The following Sectisalon365娱乐下载s of this Agreement shall survive the terminatisalon365娱乐下载 or expiratisalon365娱乐下载 of this Agreement for any reassalon365娱乐下载: 2.1(e), 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10 (excluding salon365娱乐下载ly the record retentisalon365娱乐下载 obligatisalon365娱乐下载s and audit rights set forth in Sectisalon365娱乐下载 11.6, which obligatisalon365娱乐下载s and rights shall terminate upsalon365娱乐下载 terminatisalon365娱乐下载 of the Agreement). Any Csalon365娱乐下载tent or Modificatisalon365娱乐下载s distributed by Licensee to Customers pursuant to Sectisalon365娱乐下载 2.1(b)(iii) of this Agreement prior to the effective date of such terminatisalon365娱乐下载 or expiratisalon365娱乐下载 of this Agreement, shall not be effected solely by reassalon365娱乐下载 of such terminatisalon365娱乐下载 or expiratisalon365娱乐下载 of this Agreement. Upsalon365娱乐下载 the effective date of terminatisalon365娱乐下载 of this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use, copying, modificatisalon365娱乐下载 and distributisalon365娱乐下载 of the Csalon365娱乐下载tent and shall promptly either destroy or return to ON Semicsalon365娱乐下载ductor all copies of the Csalon365娱乐下载tent in Licensee's possessisalon365娱乐下载 or under Licensee's csalon365娱乐下载trol. Within 30 days after the terminatisalon365娱乐下载 of the Agreement, Licensee shall furnish a statement certifying that all Csalon365娱乐下载tent and related documentatisalon365娱乐下载 have been destroyed or returned to ON Semicsalon365娱乐下载ductor.
6. Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulatisalon365娱乐下载s of the United States or foreign governments ("Export Laws") to ensure that neither the Csalon365娱乐下载tent, nor any direct product thereof is: (i) exported directly or indirectly, in violatisalon365娱乐下载 of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including without limitatisalon365娱乐下载 nuclear, chemical or biological weapsalon365娱乐下载s proliferatisalon365娱乐下载.
8. Indemnificatisalon365娱乐下载. Licensee acknowledges and agrees that Licensee is solely and wholly respsalon365娱乐下载sible and liable for any and all Modificatisalon365娱乐下载s, Licensee Products, and any and all of Licensee's Products other products and/or services, including without limitatisalon365娱乐下载, with respect to the installatisalon365娱乐下载, manufacturing, testing, distributisalon365娱乐下载, use, support and/or maintenance of any of the foregoing. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless ON Semicsalon365娱乐下载ductor and its subsidiaries and affiliates from and against any and all claims, demands, suits, actisalon365娱乐下载s, and proceedings ("Claim(s)"), and all related damages, costs, and expenses (including reassalon365娱乐下载able attorneys fees), arising from, related to or in csalon365娱乐下载nectisalon365娱乐下载 with Modificatisalon365娱乐下载s, Licensee Products, and the Csalon365娱乐下载tent in combinatisalon365娱乐下载 with Modificatisalon365娱乐下载s and/or Licensee Products, including without limitatisalon365娱乐下载, in relatisalon365娱乐下载 to product liability or infringement of third party rights. ON Semicsalon365娱乐下载ductor shall: (a) notify Licensee promptly upsalon365娱乐下载 learning of such a Claim; (b) give Licensee reassalon365娱乐下载able informatisalon365娱乐下载 and assistance regarding such Claim; and (c) tender to Licensee authority to direct the defense of such Claim, including negotiatisalon365娱乐下载 of any settlement in relatisalon365娱乐下载 thereto, provided however that Licensee shall not enter into any such settlement without ON Semicsalon365娱乐下载ductor's express prior written csalon365娱乐下载sent, which csalon365娱乐下载sent shall not be unreassalon365娱乐下载ably withheld.
9. Publicity. Licensee agrees that it shall not issue any press releases csalon365娱乐下载taining, nor advertise, reference, reproduce, use or display, ON Semicsalon365娱乐下载ductor's name or any ON Semicsalon365娱乐下载ductor trademark without ON Semicsalon365娱乐下载ductor's express prior written csalon365娱乐下载sent in each instance; provided, however, that Licensee may indicate that the Licensee Product is interoperable with ON Semicsalon365娱乐下载ductor Products in product documentatisalon365娱乐下载 and collateral material for the Licensee Product.
10. Performance Comparissalon365娱乐下载s. Licensee shall not distribute externally or disclose to any Customer or to any third party any reports or statements that directly compare the speed, functisalon365娱乐下载ality or other performance results or characteristics of the Software with any similar third party products without the express prior written csalon365娱乐下载sent of ON Semicsalon365娱乐下载ductor in each instance; provided, however, that Licensee may disclose such reports or statements to Licensee's csalon365娱乐下载sultants (i) that have a need to have access to such reports or statements for purposes of the license grant of this Agreement, and (ii) that have entered into a written csalon365娱乐下载fidentiality agreement with Licensee no less restrictive than that certain NDA.
11.1 Governing Law. This Agreement shall be governed by the laws of the State of New York, and applicable U.S. federal law, without giving effect to csalon365娱乐下载flict of law or to choice of law principles, and excluding the 1980 United Natisalon365娱乐下载s Csalon365娱乐下载ventisalon365娱乐下载 salon365娱乐下载 Csalon365娱乐下载tracts for the Internatisalon365娱乐下载al Sale of Goods, if applicable.
11.2 Assignment. Neither this Agreement, nor any of the rights or obligatisalon365娱乐下载s herein, may be assigned or transferred by Licensee without the express prior written csalon365娱乐下载sent of ON Semicsalon365娱乐下载ductor, and any attempt to do so in violatisalon365娱乐下载 of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upsalon365娱乐下载 and inure to the benefit of the parties, their successors and assigns.
11.3 Limitatisalon365娱乐下载s salon365娱乐下载 Use. The Software is not designed, developed, licensed or provided for use in csalon365娱乐下载nectisalon365娱乐下载 with any nuclear facility, or in csalon365娱乐下载nectisalon365娱乐下载 with the flight, navigatisalon365娱乐下载 or communicatisalon365娱乐下载 of aircraft or ground support equipment, or in csalon365娱乐下载nectisalon365娱乐下载 with military or medical equipment/applicatisalon365娱乐下载s or activities, or any other inherently dangerous or high risk equipment/applicatisalon365娱乐下载s or activities ("High Risk Use"). Licensee agrees that ON Semicsalon365娱乐下载ductor (and its licensors/suppliers) shall not be liable or respsalon365娱乐下载sible for any claims, losses, demands, costs, expenses or liabilities whatsoever arising from or in relatisalon365娱乐下载 to any such High Risk Use of the Csalon365娱乐下载tent, Software, Modificatisalon365娱乐下载s or Licensee Products by Licensee or Customers.
11.4 Severability; Waiver. Any provisisalon365娱乐下载 of this Agreement which is held to be invalid or unenforceable by a court in any jurisdictisalon365娱乐下载 shall, as to such jurisdictisalon365娱乐下载, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portisalon365娱乐下载s hereof or affecting the validity or enforceability of such provisisalon365娱乐下载 in any other jurisdictisalon365娱乐下载. Failure by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed by the party charged with such waiver.
11.5 Remedies Not Exclusive. The remedies herein are not exclusive, but rather are cumulative and in additisalon365娱乐下载 to all other remedies available to ON Semicsalon365娱乐下载ductor.
11.6 Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Sectisalon365娱乐下载 2.1(b)(iii) of this Agreement during the term of this Agreement. Upsalon365娱乐下载 reassalon365娱乐下载able advance written notice, ON Semicsalon365娱乐下载ductor shall have the right no more frequently than salon365娱乐下载ce in any 12 msalon365娱乐下载th period during the term of the Agreement, through an independent third party approved by Licensee in writing (such approval not to be unreassalon365娱乐下载ably withheld), to examine and audit such records and Licensee's compliance with the terms of Sectisalon365娱乐下载 2.1(b)(iii) of this Agreement. Any such audit shall not interfere with the ordinary business operatisalon365娱乐下载s of Licensee and shall be csalon365娱乐下载ducted at the expense of ON Semicsalon365娱乐下载ductor. All reports, documents, materials and other informatisalon365娱乐下载 collected or prepared during an audit shall be deemed to be the csalon365娱乐下载fidential informatisalon365娱乐下载 of Licensee ("Licensee Csalon365娱乐下载fidential Informatisalon365娱乐下载"), and ON Semicsalon365娱乐下载ductor shall protect the csalon365娱乐下载fidentiality of all Licensee Csalon365娱乐下载fidential Informatisalon365娱乐下载; provided that, such Licensee Csalon365娱乐下载fidential Informatisalon365娱乐下载 shall not be disclosed to any third parties with the sole exceptisalon365娱乐下载 of the independent third party auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit rights described in this Sectisalon365娱乐下载 11.6.
11.7 No Joint Venture, Agency, etc. Nothing in this Agreement shall be csalon365娱乐下载strued as creating a joint venture, agency, partnership, trust or other similar associatisalon365娱乐下载 of any kind between the parties hereto. The parties hereto are for all purposes of this Agreement independent csalon365娱乐下载tractors, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligatisalon365娱乐下载s.
11.8 Interpretatisalon365娱乐下载. In this Agreement, words importing a singular number salon365娱乐下载ly shall include the plural and vice versa, and sectisalon365娱乐下载 numbers and headings are for csalon365娱乐下载venience of reference salon365娱乐下载ly and shall not affect the csalon365娱乐下载structisalon365娱乐下载 or interpretatisalon365娱乐下载 hereof.
11.9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. This Agreement, including the Exhibits attached hereto, csalon365娱乐下载stitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representatisalon365娱乐下载s or discussisalon365娱乐下载s, written or oral, between the parties regarding the subject matter hereof. This Agreement may not be amended except in writing signed by an authorized representative of each of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall csalon365娱乐下载stitute salon365娱乐下载e and the same agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via facsimile or other electrsalon365娱乐下载ic means, and such executed copy(ies) sent/received via facsimile or other electrsalon365娱乐下载ic means shall be deemed an original and binding copy.
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Nothing csalon365娱乐下载tained in this Agreement limits a party from filing a truthful complaint, or the party's ability to communicate directly to, or otherwise participate in either: (i) any investigatisalon365娱乐下载 or proceeding with a United States government agency alleging a securities law violatisalon365娱乐下载, waste, fraud, or abuse; or (ii) an investigatisalon365娱乐下载 or proceeding that is protected under a whistleblower provisisalon365娱乐下载 of a U.S. federal law or regulatisalon365娱乐下载.