高効率エネルギーへのイノベーション

feedback
このページの評価をお願いします

サポート情報をお探しですか?


ON Semiconductor Privacy Policy

Effective Date: May 1, 2018.

Welcome! Thank you for visiting an ON Semiconductor ("ON Semiconductor," "we" or "us") offering. To help inform you, we provide this notice explaining our online information practices and the choices you can make about the collection and use of information you submit or we collect through our website www.onsemi.com and our other related mobile websites, services, tools, mobile applications and other applications to which this Privacy Policy is linked (the “Site”). The Site is owned and operated by ON Semiconductor.

Contents & Summary

A table summarizing the contents of this privacy policy ("Privacy Policy") appears below, followed by the policy in full. Should there be any discrepancy between the table and the full Privacy Policy, the language of the full Privacy Policy shall govern.

Scope and Consent

By using the Site you expressly consent to our collection, use, disclosure, and retention of your personal information and other information as described in this Privacy Policy. Your use of the Site is also governed by the Terms of Use.

Information Collection

We collect the following information when you use the Site.

(a) Registration and Account Information: When you create an account or profile on the Site, you voluntarily give us personal information, including sensitive information, which may include your name, username, address, phone number, email address, payment information, resume etc.

(b) Information to Respond to Your Requests:You may also give us your personal information to sign up for our newsletters and other communications.

(c) Information From Other Sources: We may, on occasion, combine information from outside sources to customize your experience on the Site.

(d) Mobile Information: If you access our Site through a mobile device (e.g. your unique device identifier, your device’s operating system, your network connection or the mobile carrier for your phone).

(e) Technical usage information: We use tracking technologies such as cookies to measure usage. For more information about the use of cookies and similar technologies on our online services please review our Tracking Technologies Policy.

Uses and Retention

We use information collected from you to operate our Site and contact you. Your information is retained for as long as we need it for our business..

Your Choices

You can control how and when you want to receive notifications from ON Semiconductor on the Site or by following instructions within the notices.

Disclosure of Information

We may share your personal information and other information we collect with the following entities: (1) ON Semiconductor and the rest of our corporate family; (2) our service providers and contractors; (3) other entities with your consent; (4) legal and law enforcement; (5) others if there is a change of control; (6) ad networks; (7) social networks; (9) data analytics companies.

Tracking Technologies (Cookies)

We use tracking technologies (including cookies) to recognize you, customize your experience on the Site, and target the content/advertising you see, including providing videos customized to your interests. You consent to our tracking of your video viewing through the Site or third party social media.

Access and Review Options

You can review and edit your personal information by accessing your account on the Site.

California Privacy Rights

If you are a California resident, you may request information about our practices related to disclosing your personal information.

EU Data Subject Rights

If you are a resident of the European Economic Area (EEA), you have the right to: (a) request access to your personal data; (b) request erasure of your personal data; (c) request restrictions on the processing your personal data; (d) object to processing your personal data; and/or (e) the right to data portability. You also have the right to lodge a complaint with a supervisory authority.

Third Parties

We are not responsible for the privacy practices of third party websites that are linked to our Site.

Security

We protect your personal information using security measures.

Children’s Privacy

The Site is not intended for children under the age of 13.

International Transfer

We store and process your personal information on our computers in the US and elsewhere in the world.

Global Privacy Standards

ON Semiconductor is governed by applicable global privacy standards.

Notification Regarding Updates

You agree that we may notify you about material changes to this Privacy Policy by posting notices on this Site.

Contact Us

ON Semiconductor privacy issues are covered by the Global Privacy Office. For more information about our privacy practices, go to our full Privacy Policy or send an email to privacy@onsemi.com.

Full Privacy Policy

1. Scope and Consent.

When you use the Site, you are contracting with Semiconductor Component Industries, LLC ("ON Semiconductor") located at 5005 East McDowell Road, Phoenix, AZ 85008. If you reside outside of the United States, ON Semiconductor is your data controller. By using the Site, you expressly consent to our collection, use, disclosure, and retention of your personal information as described in this Privacy Policy.

2. Information We Collect.

(a) Registration and Account Information: You can browse the Site without telling us who you are or revealing any personal information (i.e., name, email address, phone number, mobile telephone number and physical contact information) about yourself. If you choose to register for an account with us, we require you to create a username and password, you choose to give us your personal information and are not anonymous to us. When you register an account, create a profile, purchase products, or otherwise engage with our Site, you may provide personal information such as name, physical address, email address, phone number, mobile telephone number, payment information, zip codes, and other relevant information. Personal information is only associated with your account/profile when you sign in as a registered user. We also collect information relating to the business you represent and demographic information such as domain information, zip codes and areas of interest.

(b) Information to respond to your requests: You may give us your personal information so we can respond to your requests, send you newsletters and other communications you request. Details of how you can opt-out of receiving any communications from us are detailed in the section headed “Your Choices” below.

(c) Information From Other Sources: The information we collect may be combined with information from outside records that we have acquired in accordance with the law and/or your permission. For example, we may, on occasion, combine information from outside sources to process your application for a position or otherwise as per section 2(f) below.

(d) Mobile Information: If you access the Site through a mobile device we may collect additional information from you (e.g. your unique device identifier or a mobile number).

(e) Technical Usage Information: When you visit our Site, we collect usage information sent to us by your computer, mobile, or other access device that tells us how you are using the Sites (“usage information”). We use tracking technologies (including pixel tags, cookies, flash cookies, web beacons, clear GIFs, embedded scripts, Javascript, local storage and e-tags/cache browsers) to collect usage information.

We may also collect password information from you when you log in, as well as computer and/or connection information. During some visits we may use software tools to measure and collect session information, including page response times, download errors, time spent on certain pages and page interaction information.

Our goal is to collect and use only that information that we think is required for our legitimate business interests (e.g., for contract or employee hiring purposes), in order to better understand your interests and improve your experience of using the Site. To learn more about how we use tracking technologies and cookies, see Section 8 of this Privacy Policy and click here for our full Cookies and Tracking Technologies Policy.

The provision of personal data is either a requirement necessary to obtain the services that you might request and/or for us to operate our business, including our Site. You are required to provide the data set forth above if you want to receive the products and/or services outlined in this section. Failure to provide the data will prevent us from being able to provide services you request or otherwise inhibit our ability to operate the Site.



(f) Employee and Prospective Employee Information: When you register an account to learn about career opportunities with ON Semiconductor, submit an application, resume or C.V. for employment or otherwise engage with our Site, you may provide personal information. Where you submit information on behalf of another person, you confirm that you have made that person aware of how we may collect, use and disclose their information, the reason you have provided it, how they can contact us, the terms of this Privacy Policy and that they have consented to such collection, use and disclosure.

3. Uses and Retention.

(a) Operate Our Site: We use the information collected to (i) respond to your requests or orders; (ii) provide customer service (e.g., to resolve disputes, feedback, problems with your account/profile or the Site); (iii) receive and process your applications or resumes for jobs with us (iii) personalize your experience by providing content on the Site, including targeted advertising/communications, that we believe may be of most interest to you; (iv) improve the Site; (v) give you information about your account; and (v) provide you with a safe, efficient, and customized experience.

(b) Analyze and Aggregate Non-Personal Information: We use aggregate information about our users and non-personal information to analyze Site and user behavior and prepare aggregated reports.

(c) Prevent Fraud: We use information from the Site to prevent, detect, and investigate fraud, security breaches, and potentially prohibited or illegal activities, and enforce our Terms of Use.

(d) Communicate With You: We use your information to contact you to maintain the Site, your account, or to comply with your stated communication preferences, or to provide other services requested by you, as described at the time when we collect the information from you, or to contact you for other purposes authorized by law.

(e) Employee, Prospective Employee and Contractor Information: Your personal information will be stored in our systems for our business and administration purposes to consider you for employment or contracting, and may be used by ON Semiconductor as necessary for these purposes. We collect employment –related personal information for career purposes including to:

  • select suitable staff
  • facilitate the administration of staff and their records
  • contact next-of-kin
  • manage staff throughout the term of their engagement, including to ensure that competent, trained staff are utilized and to assist in performance management and career development
  • maintain archival material in respect of former staff
  • conduct internal research
  • conduct investigations of suspicious or harmful activity
  • conduct marketing and data analysis
  • send you updates and news concerning ON Semiconductor and its business partners
  • assist you with any future requirements, including to answer reasonable inquiries by any of your future employers and
  • comply with ON Semiconductor’s legal obligations

(f) Marketing Analysis: We may use the information (including personal data) for marketing analysis.

(g) Data Retention: Your information will be retained in accordance with our data retention policy which is designed to retain data for as long as needed for us to comply with our contractual obligations, employment obligations, and other business purposes, including global legal obligations to retain data.

4. Your Choices.

You can control how and when you want to receive notifications from ON Semiconductor on the Site or by following instructions within the notices. If you have consented to our collection of your personal data for multiple specific purposes or explicitly consented to our collection of special/sensitive categories of personal data (i.e., personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation) your consent can be withdrawn at an any time without affecting the lawfulness of processing based on consent before its withdrawal. For more information about how to opt-out of marketing communications go to Section 7 (Communication Preferences and Marketing (Opt-out)), and for information about how to change, update your personal information go to Section 9 (Accessing, Reviewing, and Changing Your Personal Information). For more information about the rights of European Economic Area (EEA) residents go to Section 11 (EU Data Subject Rights).

5. Disclosure.

Information collected on the Site may be shared with:

(a) The ON Semiconductor Corporate Family. We may share the information we collect about you with the ON Semiconductor corporate family and their and our affiliates and subsidiaries, as well as with third party suppliers and service providers. The information may be disclosed (i) to provide joint content and our services (e.g., registration, transactions, analytics and customer support); (ii) to help detect and prevent potentially illegal acts, violations of our policies, fraud and/or data security breaches; (iii) to guide decisions about our, ON Semiconductor or third party’s business, assets, operations, rights, products, sites, applications, services, tools, and communications and (iv) processing and storage of information. Members of our corporate family will use this information to send you marketing communications and you will have the opportunity to opt-out in email communications.

(b) Service Providers and Other Third Parties. We may disclose your information to service providers under contract who help with our business operations (such as, but not limited to, fraud investigations, bill collection, payment processing, shipment; recruitment, employment, research, and site analytics and operations). We may also share your information with third parties to defend against legal claims; to investigate, prevent, or act against illegal activities, suspected fraud, situations involving potential threats to safety, or violations of ON Semiconductor’s terms of use; to protect our operations, assets, and intellectual property; to allow us to pursue appropriate legal remedies or limit damages; to pursue any reorganization, merger, sale, joint venture, assignment, transfer of assets, or other disposition of all or any portion of our business, assets, or stock; or as otherwise required by law.

(c) Other Entities with your Consent. Other third parties to whom you explicitly ask us to send your information (or about whom you are otherwise explicitly notified and consent to when using a specific service).

(d) Legal and Law Enforcement. Law enforcement, governmental agencies, or authorized third parties, in response to a verified request relating to a criminal investigation or alleged illegal activity or any other activity that may expose us, you, or any other ON Semiconductor user to legal liability. In such events, we will only disclose information relevant and necessary to the investigation or inquiry, such as name, city, state, ZIP code, telephone number, email address, user ID history, IP address, fraud complaints, and anything else we may deem relevant to the investigation.

(e) Change of Control – New Owners. Other business entities, should we plan to merge with or be acquired by that business entity. Should such a combination occur, we will make reasonable efforts to request that the new combined entity follow this Privacy Policy with respect to your personal information. If your personal information would be used contrary to this policy, you will receive prior notice.

(f) Ad Networks. On the Site, we may work with third parties to serve advertisement, provide us with data collection, reporting, ad response measurement and site analytics and assist with delivery of relevant marketing messages and advertisements. These third parties may view, edit or set their own tracking technologies/cookies. The use of these technologies by these third parties is subject to their own privacy policies and is not covered by this Privacy Policy. They might also obtain information about other applications that you have downloaded to your mobile device, the mobile websites you visit and other information about you or your device in order to analyze and serve anonymous targeted advertising on the Site and elsewhere. For more information about third party ad servers at our Site and your ability to opt-out of targeted advertising from such third parties, please visit Ad Choices.

(g) Companies In The Mobile Industry. If you access the Site through a mobile device, we may also share your information with Carriers, operating systems and platforms.

6. Information You Share on the Site.

If you post information or content, such as by posting photos, commenting on a blog, or participating in online forums or communities, or when you interact with our Site through social media sites, plug-ins or other applications, depending upon your privacy settings, this information may become public on the Internet. We cannot prevent further use of this information. You can control what data you share through privacy settings available on some social media sites. Please refer to those third party sites’ privacy policies and terms of use to learn more about their privacy practices, which we do not control.

7. Communication Preferences and Marketing (Opt-out).

We do not sell or rent your personal information to third parties for their marketing purposes without your consent. We may combine your information with information we collect from other companies and use it to improve and personalize the Site. If you do not wish to receive marketing communications from us, you can indicate your communications preference within the direct communication from us or through your account/profile settings. You may not opt-out of administrative emails (for example, emails about your transactions or policy changes) for your registered account.

8. Tracking Technologies (Cookies).

When you visit the Site, we and our business partners may use tracking technologies to enhance your online experience or customize our offerings.

A few additional important things you should know about our use of tracking technologies (cookies):

  • We offer certain features that are available only through the use of tracking technologies.
  • We use both session and persistent tracking technologies. Tracking technologies (e.g., cookies) can either be persistent (i.e., they remain on your computer until you delete them) or temporary (i.e., they last only until you close your browser). You are always free to decline tracking technologies if your browser permits, although doing so may interfere with your use of the Site. Refer to the help section of your browser, browser extensions, or installed applications for instructions on blocking, deleting, or disabling tracking technologies such as cookies.
  • If you are a registered user and you specifically request that our Site remembers your login information, you are allowing us to place a permanent cookie onto your computer.
  • You may encounter tracking technologies/cookies from our third party service providers, that we have allowed on our site that assist us with various aspects of our web site operations and services, such as Google Analytics
  • You also may encounter tracking technologies from third parties on certain pages of the websites that we do not control and have not authorized. (For example, if you view a web page created by another user, there may be a cookie placed by that web page).
  • We may target and track the videos you view on the Site. You consent to our tracking of your video viewing through the Site or third party social media for up to two years or as permitted by applicable law.

For more information about the use of cookies and similar technology on our online services please review this Privacy Policy and our Cookies and Tracking Technologies Policy.

9. Accessing, Reviewing, and Changing Your Personal Information.

Registered members can review and change personal information at any time by accessing their accounts on the Site. You should promptly update your personal information if it changes or becomes inaccurate. We may retain some information from closed accounts so that we can comply with law, prevent fraud, assist with investigations, resolve disputes, analyze or troubleshoot programs, enforce our Terms of Use, or take other actions permitted by law. Likewise if your account or membership is terminated or suspended, we may maintain some information to prevent re-registration.

10. Notice to California Residents.

How Do We Respond to Do Not Track Signals for California Residents. California Business & Professions Code Section 22575(b)(as amended effective January 1, 2014) provides that California residents are entitled to know how ON Semiconductor responds to “Do Not Track” browser settings. ON Semiconductor does not currently take actions to respond to Do Not Track signals because a uniform technological standard has not yet been developed. We continue to review new technologies and may adopt a standard once one is created.

11. EU Data Subject Rights.

If you are a resident of the European Economic Area (EEA), you have the right to: (a) request access to your personal data and rectification of inaccurate personal data; (b) erasure of your personal data; (c) request restrictions on the processing of your personal data; (d) object to processing your personal data; and/or (e) the right to data portability.

For information about how to get access to personal data and for exercising your rights, please refer to the Contact section of this privacy policy.

You also have the right to lodge a complaint with a supervisory authority.

12. Third Parties.

Our Site may contain links to other third party websites. We are not responsible for the privacy practices or the content of these third party sites.

13. Security.

We store and process your information on our servers located in the United States and around the world. We maintain technical, physical, and administrative security measures to protect the security of your personal information against loss, misuse, unauthorized access, disclosure, or alteration. It is your responsibility to make sure that your personal information is accurate. If you believe that your login credentials have been compromised, please make sure to contact us as indicated in the Contact Us Section, below .

14. Children's Privacy.

The Site is a general audience site and it is not intended for children under the age of 13. We do not knowingly collect personal information via our websites, applications, services, or tools from users in this age group. ON Semiconductor requires that you be 18 years of age to work in any of our facilities.

15. International Transfer.

As we operate internationally, and many of our computer systems are currently based in the U.S. your personal information may be processed in the U.S. and elsewhere where data protection and privacy regulations may not offer the same level of protection as in other parts of the world, such as the European Union. If you create an account/profile, you consent to the collection and/or processing in the U.S. of your personal information and tracking technologies/cookies as described in this Policy. You understand that the U.S. government may obtain access to the personal data you submit if necessary for investigative purposes (e.g., terrorism investigation). We use adequate means to transfer data under applicable laws (e.g., EU Standard Contractual Clauses, model contracts/transfer agreements, privacy principles, privacy statements, privacy policies, and other country-specific registrations and filings).

16. Global Privacy Standards.

ON Semiconductor is responsible for the processing of personal data it receives and subsequently transfers to a third party acting as an agent on its behalf.

For more information about the ON Semiconductor global privacy practices and principles, please contact the Global Privacy Office with any questions.

17. Notification Regarding Updates.

From time to time, we may update this Privacy Policy. You agree that we may notify you about material changes in the way we treat personal information by placing a notice on the Site. You should check the Site frequently for updates. We will also notify you of any material changes in the way that we collect or use your personal data.

18. Contact Us.

If your questions are not answered online, you may email us at privacy@onsemi.com, or write to us at: ON Semiconductor, Attention Chief Privacy Officer, 5005 East McDowell Road, Phoenix, AZ 85008.

Download Agreement

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 on 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 contract between Licensee and Semiconductor Components Industries, LLC a Delaware limited liability company (d/b/a ON Semiconductor) having its principal place of business at 5005 E. McDowell Road, Phoenix, Arizona 85008, U.S.A., ("ON SEMICONDUCTOR") and its affiliates and subsidiaries ("ON Semiconductor").

1. Delivery of Content. Licensee agrees that it has received a copy of the Content, including Software (i.e. human-readable and editable code ("source code"), executable code ("object code")), data sheets, BOMs, schematics, application notes, design & development tools, evaluation board material (i.e. BOM, Gerber, user manual, schematic, test procedures, etc.), design models, reference designs, reference manuals, and other related material (collectively the "Content") for the purpose of enabling Licensee to use the Content and then incorporate the functionality of such Content for use only with ON Semiconductor Products. Licensee agrees that the delivery of any Software does not constitute a sale and the Software is only licensed.

2. License.

2.1 License Grant.

a) ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-transferable and non-sublicensable license to modify the Software as necessary to enable Licensee’s products ("Licensee Products") utilizing the Software to operate, or interface with only products sold to Licensee by or on behalf of ON Semiconductor ("ON Semiconductor Products").
b) In addition, ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-transferable license to: (i) use the Content, including as modified by Licensee, with Licensee Products solely for the purpose of enabling such Licensee Products to operate or interface with only ON Semiconductor Products; (ii) copy the Content as necessary for such use; and (iii) distribute only 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 conjunction with Licensee Products and solely for the purpose of enabling such Licensee Products to operate or interface with ON Semiconductor Products.
c) Notwithstanding anything herein to the contrary, no license or right of any kind is granted herein by ON Semiconductor (or its licensors/suppliers) to Licensee to disclose, distribute or otherwise provide the Content, Software or Modifications (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 exception of Licensee's consultants and subcontractors (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 confidentiality agreement ("NDA") with Licensee specifying that such source code is ON Semiconductor confidential information and preventing unauthorized use or disclosure of such source code.
d) Licensee agrees that it shall not take any actions whatsoever that could or would cause the Content, Software, or Modifications or any portion 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 distribution of the Software or Modifications or any part thereof in any code format.
e) In the event Licensee makes modifications to the Software made by or on behalf of Licensee (each a "Modification"); Licensee shall notify ON Semiconductor of any Modifications and provide ON Semiconductor with a source code formatted copy of each such Modification within thirty (30) days of making such Modifications. ON Semiconductor shall own any Modifications to the Software.
f) Licensee shall retain, and shall require each Customer to retain, all copyright and other notices within the Content, Software and Modifications developed by Licensee hereunder.
g) Licensee may only distribute the Software or Modifications to its Customers pursuant to a written license agreement. At a minimum such license agreement shall safeguard ON Semiconductor's ownership rights to the Software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement.
h) The Content is licensed for use only with the ON Semiconductor Products. Use of the Content with non-ON Semiconductor Products is not licensed hereunder.

2.2 Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) retains all rights, title and interest in and to the Content and all patents, copyrights, trademarks, trade secrets, and all other proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by ON Semiconductor hereunder. Certain elements of the Content 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 Semiconductor. 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 Content.

2.3 Restrictions. Except as expressly permitted in this Agreement, Licensee shall not use, modify, copy or distribute the Content or Modifications. The Content is the confidential information of ON Semiconductor (and/or its licensors/suppliers). Except as expressly permitted in this Agreement, Licensee shall not disclose, or allow access to, the Content or Modifications 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 Content (or any part thereof).

2.4 Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, Licensee Products, and any and all other products and/or services of Licensee, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the foregoing.

3. Warranty Disclaimer. THE CONTENT IS PROVIDED BY ON SEMICONDUCTOR TO LICENSEE HEREUNDER "AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN RELATION TO THE CONTENT, ANY MODIFICATIONS, OR THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,INCLUDING WITHOUT LIMITATION ANY AND ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING, TRADE USAGE, TRADE CUSTOM OR TRADE PRACTICE.

4. No Support Obligation. Licensee acknowledges and agrees that ON Semiconductor (and its licensors/suppliers) has no and shall have no obligation or responsibility whatsoever under this Agreement to provide to Licensee, Customers, or any third party, any maintenance, support or assistance ("Support"), including without limitation in relation to the Content, Software, Modifications or Licensee Products, and ON Semiconductor (and its licensors/suppliers) cannot and shall not be held liable or responsible to Licensee, Customers, or any third party for the failure to provide any such Support. However, during the term of this Agreement ON Semiconductor may from time-to-time in its sole discretion provide such Support to Licensee, and provision of same shall not create nor impose any future obligation on ON Semiconductor to provide any such Support. Such Support may include provision by ON Semiconductor to Licensee of updates and/or upgrades to the Content, which may include bug fixes and/or error corrections, and any such updates and/or upgrades to the Software provided by ON Semiconductor to Licensee shall be deemed and considered to be the Software hereunder and shall be governed by the terms and conditions of this Agreement. Licensee is and shall be solely responsible and liable for any Modifications and for any Licensee Products, and for testing the Software, Modifications and Licensee Products, and for testing and implementation of the functionality of the Software and Modifications with the Licensee Products.

5. Term and Termination.

5.1 Term. The term of this agreement is perpetual unless terminated by ON Semiconductor as set forth herein.

5.2 Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this Agreement upon 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 Semiconductor; or (ii) Licensee uses the Software outside of the scope of the Agreement; or iii) Licensee becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not dismissed with prejudice within sixty (60) days after filing.

5.3 Effect of Termination/Expiration. The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: 2.1(e), 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10 (excluding only the record retention obligations and audit rights set forth in Section 11.6, which obligations and rights shall terminate upon termination of the Agreement). Any Content or Modifications distributed by Licensee to Customers pursuant to Section 2.1(b)(iii) of this Agreement prior to the effective date of such termination or expiration of this Agreement, shall not be effected solely by reason of such termination or expiration of this Agreement. Upon the effective date of termination of this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use, copying, modification and distribution of the Content and shall promptly either destroy or return to ON Semiconductor all copies of the Content in Licensee's possession or under Licensee's control. Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to ON Semiconductor.

6. Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments ("Export Laws") to ensure that neither the Content, nor any direct product thereof is: (i) exported directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical or biological weapons proliferation.

7. Limitation of Liability. ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY LOST REVENUE OR PROFITS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE SOFTWARE, MODIFICATIONS, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. ON SEMICONDUCTOR'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, INDEMNIFICABLE CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCTS SUPPLIED BY THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO ON SEMICONDUCTOR FOR THE CONTENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

8. Indemnification. Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, Licensee Products, and any and all of Licensee's Products other products and/or services, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the foregoing. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless ON Semiconductor and its subsidiaries and affiliates from and against any and all claims, demands, suits, actions, and proceedings ("Claim(s)"), and all related damages, costs, and expenses (including reasonable attorneys fees), arising from, related to or in connection with Modifications, Licensee Products, and the Content in combination with Modifications and/or Licensee Products, including without limitation, in relation to product liability or infringement of third party rights. ON Semiconductor shall: (a) notify Licensee promptly upon learning of such a Claim; (b) give Licensee reasonable information and assistance regarding such Claim; and (c) tender to Licensee authority to direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided however that Licensee shall not enter into any such settlement without ON Semiconductor's express prior written consent, which consent shall not be unreasonably withheld.

9. Publicity. Licensee agrees that it shall not issue any press releases containing, nor advertise, reference, reproduce, use or display, ON Semiconductor's name or any ON Semiconductor trademark without ON Semiconductor's express prior written consent in each instance; provided, however, that Licensee may indicate that the Licensee Product is interoperable with ON Semiconductor Products in product documentation and collateral material for the Licensee Product.

10. Performance Comparisons. Licensee shall not distribute externally or disclose to any Customer or to any third party any reports or statements that directly compare the speed, functionality or other performance results or characteristics of the Software with any similar third party products without the express prior written consent of ON Semiconductor in each instance; provided, however, that Licensee may disclose such reports or statements to Licensee's consultants (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 confidentiality agreement with Licensee no less restrictive than that certain NDA.

11. Miscellaneous.

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 conflict of law or to choice of law principles, and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods, if applicable.

11.2 Assignment. Neither this Agreement, nor any of the rights or obligations herein, may be assigned or transferred by Licensee without the express prior written consent of ON Semiconductor, and any attempt to do so in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

11.3 Limitations on Use. The Software is not designed, developed, licensed or provided for use in connection with any nuclear facility, or in connection with the flight, navigation or communication of aircraft or ground support equipment, or in connection with military or medical equipment/applications or activities, or any other inherently dangerous or high risk equipment/applications or activities ("High Risk Use"). Licensee agrees that ON Semiconductor (and its licensors/suppliers) shall not be liable or responsible for any claims, losses, demands, costs, expenses or liabilities whatsoever arising from or in relation to any such High Risk Use of the Content, Software, Modifications or Licensee Products by Licensee or Customers.

11.4 Severability; Waiver. Any provision of this Agreement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 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 addition to all other remedies available to ON Semiconductor.

11.6 Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section 2.1(b)(iii) of this Agreement during the term of this Agreement. Upon reasonable advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by Licensee in writing (such approval not to be unreasonably withheld), to examine and audit such records and Licensee's compliance with the terms of Section 2.1(b)(iii) of this Agreement. Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee ("Licensee Confidential Information"), and ON Semiconductor shall protect the confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties with the sole exception 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 Section 11.6.

11.7 No Joint Venture, Agency, etc. Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto. The parties hereto are for all purposes of this Agreement independent contractors, 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 obligations.

11.8 Interpretation. In this Agreement, words importing a singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

11.9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representations or discussions, 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 constitute one and the same agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via facsimile or other electronic means, and such executed copy(ies) sent/received via facsimile or other electronic means shall be deemed an original and binding copy.

12. Confidentiality. Notwithstanding any terms to the contrary in any non-disclosure agreements between the Parties, Licensee shall treat this Agreement and the Content as ON Semiconductor's "Confidential Information" including: not using the Confidential Information except as expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information; and not disclosing the Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, or as otherwise required by law. It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will remain the property of ON Semiconductor, and the Licensee is authorized to use those materials only in accordance with the terms and conditions of this Agreement. Upon termination of this Agreement or upon written request, License shall either return all Confidential Information to ON Semiconductor along with all copies and/or derivatives made, including that on computer databases and copies of portions of the Confidential Information, or destroy all such Confidential Information and certify by written memorandum that all such Confidential Information has been destroyed.

Nothing contained 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 investigation or proceeding with a United States government agency alleging a securities law violation, waste, fraud, or abuse; or (ii) an investigation or proceeding that is protected under a whistleblower provision of a U.S. federal law or regulation.

Your request has been submitted for approval.
Please allow 2-5 business days for a response.
You will receive an email when your request is approved.
Request for this document already exists and is waiting for approval.