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ON Semiconductor Cookies and Tracking Technologies Policy

ON Semiconductor (“ON Semiconductor,” "our," “we,” or "us") maintains www.onsemi.com and related ON Semiconductor online services (the “Site”). We along with our advertising partners and vendors use a variety of technologies to learn more about how people use our Site. You can find out more about these technologies and how to control them in the information below. This policy forms part of the ON Semiconductor Privacy Policy available here.

1. Cookies and Other Tracking Technologies, and How We Use Them

Like many companies, we use Cookies and other Tracking Technologies on our Site (referred to together from this point forward as “Cookies”, unless otherwise stated) including HTTP cookies , HTML5 and Flash local storage , web beacons/GIFs , embedded scripts and e-tags/cache browsers as defined below.

We may use Cookies for a variety of purposes and to enhance your online experience, for example, by remembering your log-in status and viewing preferences from a previous use of an online service, for when you later return to that online service.

In particular, our Site uses the following categories of Cookies:

  • Strictly Necessary Cookies: We may use Cookies required for system administration, to prevent fraudulent activity, improve security or allow you to make use of shopping cart functionality. We are not required to obtain your consent to Cookies that are strictly necessary.
  • Analytics and Performance Related Cookies: We may use Cookies to assess the performance of our Site, including as part of our analytic practices to improve the content offered through the Site.
  • Functionality Related Cookies: We may use Cookies to tell us, for example, whether you have visited the Site before or if you are a new visitor and to help us identify the features in which you may have the greatest interest.
  • Targeting Related Cookies: We may use Cookies to deliver content, including ads, relevant to your interests on our online service and third-party sites based on how you interact with our advertisements or content. We have set out further information about the use of Cookies by our Ad Network partners below.

Your use of our services indicates your consent to such use of Cookies. For further information about our use of Cookies and your opt-out choices, see "Your Rights". See here for examples of each type of cookie used on ON Semiconductor’s Site.

2. Use of Cookies and Tracking Technologies by Our Advertising Partners

The advertising networks and/or content providers that deliver ads on our Site may use cookies to uniquely distinguish your web browser and keep track of information relating to serving ads on your web browser, such as the type of ads shown and the web pages on which the ads appeared.

Some of these companies may combine information they collect from our Site with other information they have independently collected relating to your web browser's activities across their network of websites. These companies collect and use this information under their own privacy policies.

These companies, their privacy policies and the opt-outs they offer can be found in the table below in Section 4:

You may also opt-out of additional third-party advertising networks by going to the Network Advertising Initiative's Website at http://www.networkadvertising.org/managing/opt_out.asp and following the directions there.

We are not responsible for the effectiveness of any such opt-out options. California residents may be entitled to know the effects of opt-out options under California Business & Professions Code Section 22575(b)(7). The effect of an opt-out, if successful, will be to stop targeted advertising, but it will still allow the collection of usage data for certain purposes (e.g., research, analytics and internal Site operation purposes).

3. Your Cookie Choices and How to Opt-Out

You have the choice whether to accept the use of Cookies and we have explained how you can exercise your rights below.

Most browsers are initially set up to accept HTTP cookies. The “help” feature of the menu bar on most browsers will tell you how to stop accepting new cookies, how to receive notification of new cookies, and how to disable existing cookies. For more information about HTTP cookies and how to disable them, you can consult the information at www.allaboutcookies.org/manage-cookies/.

We are not responsible for the effectiveness of any such opt-out options. California residents may be entitled to know the effects of opt-out options under California Business & Professions Code Section 22575(b)(7). The effect of an opt-out, if successful, will be to stop targeted advertising, but it will still allow the collection of usage data for certain purposes (e.g., research, analytics and internal Site operation purposes).

Controlling the HTML5 local storage on your browser depends on which browser you use. For more information regarding your specific browser, please consult the browser’s website (often in the Help section).

Please note, however, that without HTTP cookies and HTML5 and Flash local storage, you may not be able to take full advantage of all our Site features and some parts of the Site may not function properly.

Please note that rejecting Cookies does not mean that you will no longer see ads when you visit our Site.

4. Cookies and Tracking Technologies Used on On Semiconductor’s Site

The following table sets out details of the individual cookies we use and the purposes for which we use them:

We provide the chart below as a courtesy, but we are not obligated to maintain or update it. We are not responsible for third-party sites and their privacy practices as it relates to opt-outs from tracking activities. The following third-parties that collect information from you on our Site have given us notice that you may obtain information on their policies and practices, and in some instances opt-out of certain of their activities, as follows:

Party Service For More Information Use of Tracking Technologies Privacy Choices
Brightcove Audio/Video Player https://www.brightcove.com/en/company/about Yes. http://www.brightcove.com/en/privacy
DoubleClick Ad Exchange Buyer Advertising Exchange http://www.google.com/intl/en/about.html Yes. http://www.google.com/intl/en/policies/privacy/
DoubleClick Bid Manager Advertising Exchange http://www.google.com/intl/en/about.html Yes. http://www.google.com/intl/en/policies/privacy/
DoubleClick Advertising Exchange http://www.google.com/intl/en/about.html Yes. http://www.google.com/intl/en/policies/privacy/
Facebook Connect Social Networking http://www.facebook.com/ Yes. https://www.facebook.com/privacy/explanation
Flurry/Threat Matrix Security http://www.flurry.com/legal-privacy/privacy-policy Yes. See privacy policy in prior column
GA Audiences Analytics http://www.google.com/intl/en/about.html Yes. http://www.google.com/intl/en/policies/privacy/
Google Analytics Google Analytics for Display Advertisers, Ads Preferences Manager, and Google Analytics Opt-out Browser Add-on http://support.google.com/analytics/bin/answer.py?hl=en&topic=2611283&answer=2700409

http://www.google.com/settings/ads/onweb/?hl=en&sig=ACi0TCg8VN3Fad5_pDOsAS8a4

https://tools.google.com/dlpage/gaoptout/
Yes. http://www.google.com/intl/en/policies/privacy/
Google Dynamic Remarketing Advertising http://www.google.com/intl/en/about.html Yes. http://www.google.com/intl/en/policies/privacy/
Google Tag Manager Tag definition and management http://www.google.com/tagmanager/

http://www.google.com/intl/en/about.html
Yes. http://www.google.com/intl/en/policies/privacy/
Google +1 Social Networking http://www.google.com/intl/en/+/learnmore/ Yes. http://www.google.com/intl/en/policies/privacy/
Apis.google.com Applications http://www.google.com Yes. http://www.google.com/intl/en/policies/privacy/
Marketo Marketing & Sales Optimization http://www.marketo.com/company Yes. http://legal.marketo.com/privacy/
Pinterest Social Networking http://pinterest.com/about/ Yes. https://policy.pinterest.com/en/privacy-policy
PubMatic Ad Optimization http://www.pubmatic.com/about-us.php Yes. http://www.pubmatic.com/privacy-policy.php
Silktide Enabling cookie consent https://silktide.com/about/ Yes. https://silktide.com/privacy-policy/
Twitter Button Social Networking http://twitter.com/about Yes. https://twitter.com/en/privacy
Twitter Badge Social Networking http://twitter.com/about Yes. https://twitter.com/en/privacy
Urban Airship Push notifications http://urbanairship.com/legal/privacy-policy Yes. See privacy policy in prior column

5. Consent

If you do not opt out, as provided in Section 3 above, you expressly consent to the collection, use, and sharing of your personal data by us and the third parties listed above, subject to their privacy policies, preferences, and opt-outs available through the links set forth above. Not in limitation of the foregoing, you expressly consent to the use of Cookies or other local storage and the collection, use, and sharing of your personal data by us and each Google entity identified in Section 4 above. You may revoke your consent at any time by following the procedures set forth in Section 3.

6. Definitions

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.

  • Cookies - A cookie (sometimes referred to as local storage object or LSO) is a data file placed on a device. Cookies can be created through a variety of web-related protocols and technologies, such as HTTP (sometimes referred to as “browser cookies”), HTML5, or Adobe Flash. For more information on third party cookies that we use for analytics, please review the table in Section 3 of this Cookies and Tracking Technologies Policy.

  • Web Beacons - Small graphic images or other web programming code called web beacons (also known as “1×1 GIFs” or “clear GIFs”) may be included in our online service’s pages and messages. Web beacons may be invisible to you, but any electronic image or other web programming code inserted into a page or e-mail can act as a web beacon.

    Clear gifs are tiny graphics with a unique identifier, similar in function to cookies. In contrast to HTTP cookies, which are stored on a user's computer hard drive, clear gifs are embedded invisibly on web pages and are about the size of the period at the end of this sentence.

  • Deterministic Finger-printing technologies - If a user can be positively identified across multiple devices, for instance, because the user has logged into a platform such as Google, Facebook, Yahoo or Twitter, it can be “determined” who the user is for purposes of improving customer service.

  • Probabilistic Finger-printing - Probabilistic tracking depends upon collecting non-personal data regarding device attributes like operating system, device make and model, IP addresses, ad requests and location data, and making statistical inferences to link multiple devices to a single user. Note that this is accomplished through proprietary algorithms owned by the companies performing probabilistic finger-printing. Note also that in the EU IP Addresses are personal information.

  • Device Graph - Device graphs can be created by combining non-personal data regarding use of smartphones and other devices with personal log-in information to track interactions with content across multiple devices.

  • Unique Identifier Header (UIDH) - Unique Identifier Header (UIDH) is the address information that accompanies Internet (http) requests transmitted over an ISP’s wireless network. For example, when a customer types on his or her phone the web address of a retailer that request travels over the network and is delivered to the retailer's website. The information included in that request includes things like the device type and screen size so that the retailer site knows how to best display the site on the phone. The UIDH is included in this information, and can be used as an anonymous way for advertisers to be able to determine that the user is part of a group that a third party advertiser is attempting to reach. It is important to note that the UIDH is a temporary, anonymous identifier included with unencrypted web traffic. We change the UIDH on a regular basis to protect the privacy of our customers. We do not use the UIDH to collect web browsing information and it does not broadcast individuals' web browsing activity out to advertisers or others.

  • Embedded Script - An embedded script is programming code that is designed to collect information about your interactions with the online service, such as the links you click on. The code is temporarily downloaded onto your device from our web server or a third-party service provider, is active only while you are connected to the online service, and is deactivated or deleted thereafter.

  • ETag, or entity tag - A feature of the cache in browsers, an ETag is an opaque identifier assigned by a web server to a specific version of a resource found at a URL. If the resource content at that URL ever changes, a new and different ETag is assigned. Used in this manner ETags are a form of device identifier. ETag tracking may generate unique tracking values even where the consumer blocks HTTP, Flash, and/or HTML5 cookies.

  • Unique Device Tokens - For each user that accepts push notifications in mobile apps, the app developer is provided with a unique device token (think of it as an address) from the app platform (e.g., Apple and Google).

  • Unique Device ID - The unique series of numbers and letters assigned to your device

7. Contact Us

For any queries in relation to this Cookies and Tracking Technologies Policy, please contact us at privacy@onsemi.com or the Chief Privacy Officer at 5005 East McDowell Road, Phoenix, AZ 85008.

For inquiries from outside of the U.S. please contact us at privacy@onsemi.com or Chief Privacy Officer.

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.

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