2020 Innovation Award Winners | ARX3A0 Image Sensor
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If you accept this Arrangement on behalf of a business, you represent and require that you have authority to bind such business to this Agreement, and your contract to these terms will be considered as the agreement of such business. In that event, “Licensee” herein refers to such business. This Contract is a legal agreement between Licensee and Semiconductor Components Industries, LLC a Delaware minimal liability company (d/b/a ON Semiconductor) having its primary location of service at 5005 E. McDowell Roadway, Phoenix, Arizona 85008, U.S.A., (” ON SEMICONDUCTOR”) and its affiliates and subsidiaries (” ON Semiconductor”).
1. Shipment of Content. Licensee agrees that it has actually gotten a copy of the Material, including Software (i.e. human-readable and editable code (” source code”), executable code (” item code”)), data sheets, BOMs, schematics, application notes, design & & development tools, examination board product (i.e. BOM, Gerber, user manual, schematic, test treatments, etc.), style models, reference styles, referral handbooks, and other associated product (jointly the “Material”) for the purpose of allowing Licensee to utilize the Material and then integrate the functionality of such Material for use just with ON Semiconductor Products. Licensee agrees that the shipment of any Software application does not constitute a sale and the Software application is just certified.
2. License.
2.1 License Grant.
a) ON Semiconductor hereby grants to Licensee a totally paid-up, royalty-free, non-exclusive, non-transferable and non-sublicensable license to customize the Software as needed to allow Licensee’s products (” Licensee Products”) using the Software to run, or interface with only items 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) utilize the Material, including as modified by Licensee, with Licensee Products entirely for the function of allowing such Licensee Products to run or user interface with only ON Semiconductor Products; (ii) copy the Material as necessary for such usage; and (iii) disperse just the Software application and customized Software application in a format which is executable by a machine and not human-readable, to Licensee’s 3rd party end-user clients (” Customer( s)”) for usage by such Customers strictly in conjunction with Licensee Products and solely for the function of enabling such Licensee Products to run or user interface with ON Semiconductor Products.
c) Regardless of anything herein to the contrary, no license or right of any kind is given herein by ON Semiconductor (or its licensors/suppliers) to Licensee to disclose, disperse or otherwise offer the Content, Software or Modifications (defined below) in a format which is usually read and modified by humans to Licensee’s clients or to any 3rd party, with the sole exception of Licensee’s specialists and subcontractors (i) that have a need to have access to such source code for functions of the license grant of this Contract, and (ii) that have entered into a written privacy agreement (” NDA”) with Licensee defining that such source code is ON Semiconductor secret information and avoiding unauthorized use or disclosure of such source code.d) Licensee concurs that it will not take any actions whatsoever that might or would trigger the Content, Software, or Modifications or any part thereof to end up being subject to the GNU General Public License (GPL), GNU Lesser 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 application or Adjustments or any part thereof in any code format.
e) In case Licensee makes adjustments to the Software application made by or on behalf of Licensee (each a “Modification”); Licensee will alert ON Semiconductor of any Modifications and offer ON Semiconductor with a source code formatted copy of each such Modification within thirty (30) days of making such Modifications. ON Semiconductor will own any Modifications to the Software.
f) Licensee will maintain, and shall need each Consumer to keep, all copyright and other notifications within the Material, Software application and Modifications established by Licensee hereunder.
g) Licensee might only disperse the Software or Modifications to its Consumers pursuant to a composed license arrangement. At a minimum such license agreement will safeguard ON Semiconductor’s ownership rights to the Software. Such license contract might be a “break-the-seal” or “click-to-accept” license arrangement.
h) The Content is certified for usage just with the ON Semiconductor Products. Use of the Material with non-ON Semiconductor Products is not certified hereunder.
2.2Ownership; No Implied Licenses. Topic to the licenses specifically given herein by ON Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) maintains all rights, title and interest in and to the Material and all patents, copyrights, trademarks, trade tricks, and all other proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves all rights not specifically granted hereunder, and there are no implied licenses approved by ON Semiconductor hereunder. Specific components of the Material might be supplied in files/data formatted for use with or by specific 3rd celebration software/tools/products. No licenses or rights to any such third celebration software/tools/products are granted to Licensee by ON Semiconductor. Licensee will make sure that it has acquired all essential licenses and rights to use any such 3rd party software/tools/products which are needed in order to use the Material.
2.3Restrictions. Other than as specifically allowed in this Contract, Licensee will not use, customize, copy or disperse the Content or Adjustments. The Content is the secret information of ON Semiconductor (and/or its licensors/suppliers). Other than as expressly permitted in this Arrangement, Licensee shall not divulge, or enable access to, the Material or Adjustments to any third celebration. Other than as specifically allowed in this Arrangement, Licensee shall not itself and will restrict Customers from: copying, modifying, creating derivative work of, decompiling, taking apart or reverse-engineering the Content (or any part thereof).
2.4 Licensee acknowledges and concurs that Licensee is solely and entirely accountable and liable for any and all Adjustments, Licensee Products, and any and all other products and/or services of Licensee, including without constraint, with regard to the installation, production, testing, distribution, use, assistance and/or maintenance of any of the foregoing.
3. Warranty Disclaimer. THE MATERIAL IS OFFERED BY ON SEMICONDUCTOR TO LICENSEE HEREUNDER “AS IS” AND WITH NO REPRESENTATIONS OR SERVICE WARRANTIES WHATSOEVER. WITHOUT RESTRICTING THE FOREGOING, ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND GUARANTEES IN RELATION TO THE CONTENT, ANY MODIFICATIONS, OR THIS ARRANGEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL REPRESENTATIONS AND SERVICE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE EMERGING FROM A COURSE OF DEALING, TRADE USAGE, TRADE CUSTOMIZED OR TRADE PRACTICE.
4. No Assistance Commitment. Licensee acknowledges and agrees that ON Semiconductor (and its licensors/suppliers) has no and will have no obligation or responsibility whatsoever under this Contract to provide to Licensee, Clients, or any third party, any upkeep, assistance or support (” Support”), consisting of without limitation in relation to the Material, Software Application, Modifications or Licensee Products, and ON Semiconductor (and its licensors/suppliers) can not and will not be held accountable or accountable to Licensee, Customers, or any 3rd celebration for the failure to offer any such Assistance. During the term of this Arrangement ON Semiconductor might from time-to-time in its sole discretion offer such Assistance to Licensee, and arrangement of same shall not develop nor enforce any future responsibility on ON Semiconductor to offer any such Assistance. Such Assistance might consist of arrangement by ON Semiconductor to Licensee of updates and/or upgrades to the Material, which might include bug repairs and/or mistake corrections, and any such updates and/or upgrades to the Software provided by ON Semiconductor to Licensee will be deemed and considered to be the Software hereunder and will be governed by the terms of this Contract. Licensee is and will be entirely accountable and responsible for any Modifications and for any Licensee Products, and for testing the Software application, Adjustments and Licensee Products, and for screening and application of the performance of the Software and Adjustments with the Licensee Products.
5. Term and Termination.
5.1Term. The term of this contract is continuous unless terminated by ON Semiconductor as stated herein.
5.2Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this Arrangement upon composed notification to Licensee if: (i) Licensee commits a product breach of this Contract and does not cure or remedy such breach within thirty (30) days after receipt of written notification of such breach from ON Semiconductor; or (ii) Licensee uses the Software application outside of the scope of the Agreement; or iii) Licensee ends up being the subject of a voluntary or uncontrolled petition in personal bankruptcy or any case connecting to insolvency, receivership, liquidation, or structure for the advantage of financial institutions if such petition or proceeding is not dismissed with bias within sixty (60) days after filing.
5.3Effect of Termination/Expiration. The following Areas of this Agreement will endure the termination or expiration of this Arrangement 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 stated in Area 11.6, which obligations and rights shall end upon termination of the Arrangement). Any Content or Adjustments distributed by Licensee to Customers pursuant to Section 2.1( b)( iii) of this Arrangement prior to the efficient date of such termination or expiration of this Agreement, will not be effected solely by factor of such termination or expiration of this Contract. Upon the efficient date of termination of this Agreement, all licenses given to Licensee hereunder shall terminate and Licensee will stop all usage, copying, adjustment and distribution of the Content and shall quickly either destroy or go back to ON Semiconductor all copies of the Content in Licensee’s ownership or under Licensee’s control. Within thirty days after the termination of the Agreement, Licensee shall furnish a statement accrediting that all Material and associated paperwork have been ruined or gone back to ON Semiconductor.
6. Export. Licensee concurs that it will comply totally with all relevant and applicable export laws and policies of the United States or foreign federal governments (” Export Laws”) to make sure that neither the Content, nor any direct item thereof is: (i) exported straight or indirectly, in offense of Export Laws; or (ii) planned to be used for any functions forbidden by the Export Laws, consisting of without restriction nuclear, chemical or biological weapons expansion.
7. Constraint 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 NEGLECT), STRINGENT LIABILITY OR OTHERWISE, FOR ANY LOST REVENUE OR REVENUES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR UNIQUE 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 VITAL PURPOSE OF ANY LIMITED TREATMENT, TO THE COMPLETE EXTENT SUCH MAY BE DISCLAIMED BY LAW. ON SEMICONDUCTOR’S OVERALL LIABILITY FOR ANY AND ALL EXPENSES, DAMAGES, CLAIMS, INDEMNIFICABLE DECLARES, OR LOSSES WHATSOEVER DEVELOPING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR PRODUCTS SUPPLIED BY THIS CONTRACT 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 concurs that Licensee is entirely and wholly responsible and responsible for any and all Modifications, Licensee Products, and any and all of Licensee’s Products other items and/or services, including without constraint, with regard to the setup, production, screening, circulation, usage, support and/or upkeep of any of the foregoing. Licensee shall, at Licensee’s sole cost, safeguard, indemnify and hold safe ON Semiconductor and its subsidiaries and affiliates from and versus any and all claims, demands, suits, actions, and proceedings (” Claim( s)”), and all related damages, costs, and expenses (consisting of reasonable lawyers charges), emerging from, associated with or in connection with Adjustments, Licensee Products, and the Content in combination with Adjustments and/or Licensee Products, consisting of without limitation, in relation to product liability or infringement of 3rd party rights. ON Semiconductor shall: (a) notify Licensee without delay upon knowing of such a Claim; (b) give Licensee affordable info and help regarding such Claim; and (c) tender to Licensee authority to direct the defense of such Claim, consisting of settlement of any settlement in relation thereto, provided however that Licensee will not participate in any such settlement without ON Semiconductor’s express prior written approval, which approval will not be unreasonably withheld.
9. Publicity. Licensee agrees that it shall not provide any press releases including, nor promote, recommendation, recreate, utilize or show, ON Semiconductor’s name or any ON Semiconductor hallmark without ON Semiconductor’s express prior composed approval in each instance; provided, however, that Licensee may suggest that the Licensee Item is interoperable with ON Semiconductor Products in item documents and collateral product for the Licensee Product.
10. Efficiency Comparisons. Licensee will not distribute externally or reveal to any Consumer or to any 3rd party any reports or statements that straight compare the speed, performance or other performance outcomes or qualities of the Software application with any comparable 3rd party products without the express previous written consent of ON Semiconductor in each instance; supplied, nevertheless, that Licensee might reveal such reports or statements to Licensee’s consultants (i) that have a requirement to have access to such reports or statements for purposes of the license grant of this Agreement, and (ii) that have actually participated in a composed confidentiality agreement with Licensee no less limiting than that specific NDA.
11. Miscellaneous.
11.1Governing Law. This Agreement will be governed by the laws of the State of New York City, and relevant U.S. federal law, without providing effect to dispute of law or to choice of law concepts, and omitting the 1980 United Nations Convention on Contracts for the International Sale of Goods, if suitable.
11.2Project. Neither this Contract, nor any of the rights or obligations herein, might be assigned or transferred by Licensee without the express previous written consent of ON Semiconductor, and any attempt to do so in offense of the foregoing will be null and space. Topic to the foregoing, this Arrangement will be binding upon and inure to the advantage of the parties, their followers and appoints.
11.3Limitations on Usage. The Software is not developed, developed, accredited or offered use in connection with any nuclear center, or in connection with the flight, navigation or interaction of airplane or ground assistance devices, or in connection with military or medical equipment/applications or activities, or any other inherently dangerous or high threat equipment/applications or activities (” High Threat Use”). Licensee agrees that ON Semiconductor (and its licensors/suppliers) shall not be responsible or responsible for any claims, losses, needs, costs, costs or liabilities whatsoever emerging from or in relation to any such High Danger Use of the Content, Software, Modifications or Licensee Products by Licensee or Customers.
11.4Severability; Waiver. Any provision of this Arrangement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Contract and inefficient to the extent of such invalidity or unenforceability without invalidating the remaining parts hereof or impacting the credibility or enforceability of such arrangement in any other jurisdiction. Failure by either celebration hereto to enforce any term of this Arrangement will not be held a waiver of such term nor avoid enforcement of such term afterwards, unless and to the extent expressly set forth in a composing signed by the party charged with such waiver.
11.5Remedies Not Special. The treatments herein are not special, however rather are cumulative and in addition to all other treatments offered to ON Semiconductor.
11.6Records; Audit. Licensee agrees that it will preserve precise and total records associating with its activities under Section 2.1( b)( iii) of this Contract throughout the term of this Agreement. Upon sensible advance composed notice, ON Semiconductor shall have the ideal no more regularly than when in any 12 month duration during the regard to the Agreement, through an independent third celebration approved by Licensee in writing (such approval not to be unreasonably kept), to analyze and audit such records and Licensee’s compliance with the regards to Section 2.1( b)( iii) of this Contract. Any such audit will not interfere with the normal company operations of Licensee and will be performed at the expenditure of ON Semiconductor. All reports, files, materials and other information gathered or prepared during an audit shall be deemed to be the private information of Licensee (” Licensee Confidential Details”), and ON Semiconductor shall protect the confidentiality of all Licensee Confidential Details; provided that, such Licensee Secret information shall not be disclosed to any 3rd celebrations with the sole exception of the independent third party auditor authorized by Licensee in composing, and its allowed usage will be restricted to the purposes of the audit rights described in this Area 11.6.
11.7No Joint Endeavor, Company, etc.. Absolutely nothing in this Arrangement shall be interpreted as creating a joint venture, company, collaboration, trust or other similar association of any kind in between the parties hereto. The celebrations hereto are for all functions of this Arrangement independent contractors, and neither shall hold itself out as having any authority to serve as an agent or partner of the other celebration, or in any method bind or devote the other celebration to any responsibilities.
11.8Interpretation. In this Contract, words importing a singular number just will consist of the plural and vice versa, and area numbers and headings are for convenience of referral just and will not affect the building or analysis hereof.
11.9Whole Arrangement; Change; Equivalents; Facsimile Copies. This Arrangement, including the Exhibits connected hereto, constitutes the whole agreement and understanding between the celebrations hereto concerning the subject matter hereof and supersedes all other contracts, understandings, assures, representations or conversations, composed or oral, in between the parties regarding the subject hereof. This Arrangement might not be amended except in composing signed by a licensed agent of each of the celebrations hereto. This Contract might be executed in counterparts, each of which shall be considered to be an original, and which together will constitute one and the exact same arrangement. Each celebration hereto might deliver an executed copy of this Arrangement to the other celebration through facsimile or other electronic ways, and such executed copy( ies) sent/received by means of facsimile or other electronic means shall be considered an initial and binding copy.
12. Privacy. Notwithstanding any terms to the contrary in any non-disclosure agreements in between the Celebrations, Licensee will treat this Contract and the Material as ON Semiconductor’s “Confidential Information” consisting of: not using the Confidential Details except as specifically set forth herein or otherwise authorized in composing; carrying out affordable procedures to prohibit the disclosure, unauthorized duplication, abuse or elimination of the Secret information; and not disclosing the Secret information to any 3rd party other than as might be required and needed in connection with the rights and commitments under this Contract and subject to privacy commitments at least as protective as those set forth herein, or as otherwise required by law. It is expressly understood that all Confidential Details transferred hereunder, and all copies, adjustments, and derivatives thereof, will remain the home of ON Semiconductor, and the Licensee is authorized to use those products just in accordance with the terms and conditions of this Contract. Upon termination of this Agreement or upon written demand, License will either return all Confidential Details to ON Semiconductor in addition to all copies and/or derivatives made, including that on computer databases and copies of portions of the Confidential Details, or ruin all such Confidential Information and accredit by written memorandum that all such Secret information has actually been damaged.
Absolutely nothing included in this Arrangement restricts a party from filing an honest grievance, or the celebration’s capability to communicate directly to, or otherwise take part in either: (i) any investigation or continuing with a United States government company alleging a securities law offense, waste, scams, or abuse; or (ii) an examination or continuing that is safeguarded under a whistleblower arrangement of a U.S. federal law or regulation.