Marg Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. 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 ddatasheet agreement. 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. Except as expressly permitted in this Agreement, Licensee shall not disclose, or allow access to, the Content or Modifications to any third party. 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, datasyeet for testing and implementation of the functionality of the Software and Modifications with the Licensee Products. Log into MyON to proceed.
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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. Delivery of Content. Licensee agrees that it has received a copy of the Content, including Software i.
BOM, Gerber, user manual, schematic, test procedures, etc. Licensee agrees that the delivery of any Software does not constitute a sale and the Software is only licensed. ON Semiconductor shall own any Modifications to the Software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement. Except as expressly permitted in this Agreement, Licensee shall not use, modify, copy or distribute the Content or Modifications.
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.
Warranty Disclaimer. No Support Obligation. 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. 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.
Term and Termination. The term of this agreement is perpetual unless terminated by ON Semiconductor as set forth herein. 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.
The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: 2. 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.
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.
Limitation of Liability. Performance Comparisons.
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