ON Semiconductor Software Development Tools EULA



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This Software Development Tools End User License Agreement ("EULA") is made and entered into between SEMICONDUCTOR COMPONENTS INDUSTRIES LLC, a Delaware limited liability company and its subsidiaries and affiliates with an address at 5005 E. McDowell Road, Phoenix, Arizona 85008, (dba "ON Semiconductor") and you ("Licensee"), either an individual or a single entity for the ON Semiconductor software that accompanies this EULA, which includes computer software and may include firmware, associated media, printed materials, and/or electronic documentation ("Software"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THIS SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, YOU MUST NOT USE OR INSTALL THIS SOFTWARE AND YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND (IF APPLICABLE).


1.0 Software License

1.1 Rights Granted. Subject to the terms and conditions of this EULA, ON Semiconductor grants to Licensee, an individual, a personal, non-exclusive license to use the Software to design, develop, test, and demonstrate Licensee's software or firmware products ("Licensee Software") for execution on or with ON Semiconductor products or with ON Semiconductor products combined with other related hardware, including Licensee's hardware ("Licensed Product").

1.2 Each user of the Software must have an individual license for the Software (a "Seat"). The number of individual licensed users ("Seats") is stipulated on the product purchase agreement for the Software. If the number of licensed users ("Seats") is not stipulated in such an agreement, a one (1) seat license use is granted to Licensee.

1.3 Licensee may make copies of Software for backup purposes only, as long as such copies are not distributed outside of Licensee's premises.


2.0 Third Party Software.The Software may include third-party software programs ("Third Party Software"), which are provided for the convenience of Licensee, and Licensee's use of such Third Party Software is subject to the terms and conditions of any license agreement stipulated by that third party, and Licensee hereby agrees to be bound thereto.

3.0 Redistributable Software

3.1 The Software may also include certain source code identified as "Sample Code", which is located in a file designated, for example, as "RedistributableSoftware.txt". In addition to the rights granted under Section 1.1, ON Semiconductor grants to Licensee, an individual, a personal, non-exclusive and royalty-free license to use and modify the source code version of the Sample Code for the sole purpose of designing, developing, testing, and demonstrating Licensee Software with Licensed Products only; and to copy and distribute object code versions of the Sample Code for use with Licensed Products only and subject to the redistribution requirements of Section 3.3.

3.2 The Software may further include components identified as "Redistributable Software", which are located in the file designate. Also, such Redistributable Software or components thereof may include their own EULA for redistribution use ("Redistribution EULA"). In addition to the rights granted under Section 1.1, ON Semiconductor grants to Licensee an individual, a personal, non-exclusive and royalty-free license to copy and distribute object code versions of the Redistributable Software for use with Licensed Products only and subject to the redistribution requirements of Section 3.3.

3.3 If Licensee elects to distribute Sample Code or Redistributable Software as defined above, Licensee agrees (a) to distribute the Sample Code and/or Redistributable Software in object format only; (b) that Sample Code and/or Redistributable Software will only be used on or with Licensed Products; (c) that if the Sample Code and/or Redistributable Software is distributed outside of Licensee's organization or premises that it be pursuant to an applicable Redistribution EULA or pursuant to an end user license agreement with terms no less rigid than the terms of this EULA (which may be "break-the-seal", "click-wrap", or signed); (d) to not remove or obscure any copyright, trademark or patent notices in the Software as delivered to Licensee; (e) to indemnify, hold harmless, and defend ON Semiconductor from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Licensee Software; (f) to otherwise comply with the terms of this EULA; and (g) agree that ON Semiconductor reserves all rights not expressly granted.

3.4 In the event that the terms of any Redistribution EULA conflicts with the terms of this Agreement, the terms of this Agreement shall apply.

4.0 Software Updates. "Updates" includes all updates, upgrades, add-ons, plug-ins, features, revised or additional components to the Software provided by ON Semiconductor, including the means or services (Internet-based or otherwise) used to deliver the Updates. The terms of this EULA apply to all such Updates made available to the Licensee after the date the Licensee obtains the initial distribution of the Software, unless other overriding license terms are provided along with the Updates.

5.0 Upgraded Software. If the Software accompanying this EULA is provided by ON Semiconductor as an upgrade to previous similar software, the terms of this EULA shall prevail for the Software accompanying this EULA even if the user downgrades to the previous version of the software. If the product purchase agreement for the previous version of the software did not include a specified number of seats, but the license to the previous version of the software did include a specification of a number of users or Seats, that number of Seats shall be interpreted as the number of seats for this Software.

6.0 License Restrictions

6.1 Licensee acknowledges the license granted under this EULA does not allow Licensee, nor shall Licensee authorize any third party, to redistribute any Software (except for designated Sample Code or Redistributable Software).

6.2 "Confidential Information" includes the technology information, proprietary information or trade secrets provided by or disclosed to Licensee in connection with the Software. Licensee shall not use ON Semiconductor Confidential Information for any purposes other than the purposes set forth in this EULA, and shall maintain in confidence all Confidential Information communicated, discussed, delivered, or made available by ON Semiconductor. Licensee shall have no obligation to ON Semiconductor with respect to any confidential information that Licensee can prove (a) is or has become generally known or available, through no breach of this EULA by Licensee; (b) is already known by Licensee without obligation of confidentiality as proven by competent evidence; (c) is rightfully received from a third party without obligation of confidentiality through no breach of this EULA by Licensee; (d) is independently developed by Licensee without reference to or use of ON Semiconductor Confidential Information. Where there is a discrepancy between the restrictions on Confidential Information disclosure described in this clause and that described in any other agreement entered into between Licensee and ON Semiconductor, the more restrictive agreement shall apply.

7.0 Ownership and Compliance. ON Semiconductor owns and shall retain all right, title and interest in and to the Software including all intellectual property rights therein, and Licensee shall have no rights with respect to the Software other than the rights granted in this EULA. Licensee shall retain all right, title and interest in and to any Licensee component of a Licensed Product or Licensee Software except to the extent that any ON Semiconductor intellectual property is incorporated therein. All ownership rights to Sample Code and Redistributable Software as provided by ON Semiconductor, or any ON Semiconductor intellectual property contained therein, remain with ON Semiconductor, whether or not Sample Code is modified and/or distributed by Licensee, and whether or not Redistributable Software is distributed by Licensee.

8.0 Reverse Engineering. Licensee may not, and Licensee may not permit any other party, to disassemble, decompile, or otherwise reverse engineer the Software, except, and only to the extent that such activity is expressly permitted by law except for the conditions outlined herein.

9.0 Maintenance. ON Semiconductor will not provide any maintenance to the Licensee's customers for the Software licensed under this EULA. Any direct maintenance or support terms provided to Licensee are stipulated in the product purchase agreement.

10.0 Termination. Either party may terminate this EULA if the other party materially breaches the EULA and the breach cannot be cured, or is not cured within thirty (30) days after written notice from the non-defaulting party. Upon termination by either party, all copies of the Software must be uninstalled, deleted, and destroyed. Licensee shall immediately cease distribution of the Redistributable Software. The following provisions shall survive any termination or expiration of this Agreement: 6.2, 7.0, 8.0, 11.0, 12.1, and 12.2.

11.0 Indemnification. Licensee will at all times indemnify and hold harmless ON Semiconductor from and against any and all claims, damages, liabilities, costs and expenses (including legal expenses and counsel fees) arising out of (a) any use of the Licensed Product or Licensee Software by any end user, and/or (b) distribution or use of the Sample Code or the Redistributable Software by the Licensee.

12.0 Disclaimers

12.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE SHALL MAKE NO WARRANTY OR INDEMNITY, EXPRESS OR IMPLIED, ON BEHALF OF ON SEMICONDUCTOR. ON SEMICONDUCTOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ACKNOWLEDGES THAT ON SEMICONDUCTOR PROVIDES NO INDEMNIFICATION FOR LICENSEE FOR DAMAGES OR INJUNCTIVE RELIEF ARISING UNDER ANY CLAIM OR CAUSE OF ACTION BROUGHT BY A THIRD PARTY INCLUDING ANY END USER UNDER PATENT, COPYRIGHT, TRADE SECRET AND/OR ANY OTHER BODY OF INTELLECTUAL PROPERTY LAW.

12.2 IN NO EVENT SHALL ON SEMICONDUCTOR BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST DATA, OR COMPUTER HARDWARE OR SOFTWARE DAMAGE, FAILURE OR MALFUNCTION, LOSS OF PROFIT OR REVENUE, OR CLAIMS BY THIRD PARTIES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN ON SEMICONDUCTOR AND LICENSEE, WHETHER OR NOT ON SEMICONDUCTOR IS ADVISED OF THE POSSIBILITY OF SUCH LOSS.

13.0 Governing Law. The terms of this EULA shall be interpreted, construed and governed in all respects in accordance with the laws of New York, U.S.A., excluding its conflict of laws provisions.

14.0 Entire Agreement. This Agreement together with ON Semiconductor Standard Terms and Conditions of Sale constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties, and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.





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