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

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.

The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason 2. 4, 3, 4, 5, 7, 8, 9 and 10 excluding only the record retention obligations and audit rights set forth in Section 11. 3 Effect of Termination Expiration. 6, which obligations and rights shall terminate upon termination of the Agreement. 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.

Any Content or Modifications distributed by Licensee to Customers pursuant to Section 2. 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. 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.

ON SEMICONDUCTOR AND ITS LICENSORS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCESTRICT 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. 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 sand all related damages, costs, and expenses including reasonable attorneys feesarising 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.

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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.

Performance Comparisons. 1 Governing Law. 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.

This Agreement shall be governed by the laws of the State of New York, and applicable U. 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. 2 Assignment. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

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. 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. 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.

5 Remedies Not Exclusive. 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. Iq option 6.5.0 apk remedies herein are not exclusive, but rather are cumulative and in addition to all other remedies available to ON Semiconductor.

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 withheldto examine and audit such records and Licensee s compliance with the terms of Section 2.

Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. 1 b iii of this Agreement. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential iq option 6.5.0 apk of Licensee Licensee Confidential Informationand 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.

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. 8 Interpretation. 9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. 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.

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.

7 No Joint Venture, Agency, etc. 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. 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.

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.

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. Fitting perfectly into tight baiting situations, the Protecta EVO AMBUSH is near to the ground, setting it up for the perfect surprise attack.

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Most of us would conclude that. keeps cold and heat; wind and rain; and untold numbers of bugs and. other airborne road debris out of our faces. The problem is that consumers have different and more limited. expectations from the windshield than the automotive engineer. other words, we worry about water leaks or ugly dings and cracks. damage can affect the vehicle s structural integrity and passenger.

affecting our car s value, while the engineer understands how such. The fact is that the modern automobile and truck, windshield is. part of the vehicle s safety restraint system SRS that also. includes air bags and seat belts. If any of these safety components. are damaged, or are inoperable for any reason, the effectiveness of. the entire SRS could be compromised.

The SRS is designed to keep vehicle occupants within the relative. safety of the passenger compartment during accidents, head-on. collisions and roll-overs. Administration reports over 40,000 Americans are killed and over 5. million injured every year in highway crashes. percent of the fatalities occur when vehicle occupants are. either ejected from the vehicle, or, injured during rollovers. Windshields are intended to keep occupants inside the vehicle. The National Highway Traffic Safety.

The windshield also supports the roof thereby preserving the. structural integrity of the passenger compartment and keeping it. from collapsing and crushing driver and passengers. Seen from this perspective of personal safety, consumers have a. vested interest in making sure any damaged windshield they replace. is replaced properly and safely. For these reasons every vehicle. owner should be aware of the five most important safety functions.

performed by their windshield. The most obvious windshield function is. of course, visibility. Unlike drivers of old, we do not wear. goggles that keep bugs out of our eyes or highway debris from. hitting our face. Even so, the modern windshield can become pitted. and scratched from minute dirt and sand particles.

Pebbles and. stones can fracture the glass causing dings that, if left. unattended, can affect vision. The second windshield function is not as. In many cars and trucks, the windshield supports the. passenger side airbag during deployment. If a windshield is. replaced improperly, the windshield could become detached from the.

vehicle in an accident. If this happens the passenger side airbag. will not deploy properly. Thirdly, windshields cushion the blow if. a vehicle occupant is thrown forward in a crash. Windshields are. made of two layers of glass sandwiched around a layer of polyvinyl. The glass may break but the polyvinyl layer is flexible. and cushions the impact. This feature explains why windshields are. made of glass not plastic. Plastic is rigid and unforgiving to a.

persons head and neck. The fourth windshield safety attribute is. closely related to the third. When the windshield cushions the. safety of the passenger compartment. If the windshield becomes. occupants impact, it also keeps the occupants within the relative. separated from the vehicle, the occupants could be ejected through.

the windshield opening and onto the roadway. Outside the vehicle. the danger of being crushed by the vehicle is greatly enhanced. Finally, there is the integrity of the passenger compartment. Years ago, most vehicles had steel A-pillars to support the roof. Today, it is the windshield that provides much of the support that.

prevents the roofs collapse during vehicle roll-overs. There are a few common sense tips people can follow to ensure. their windshield performs as intended. The ideal scenario calls for. saving the original windshield installed by the factory. conditions inside the factory for installing a windshield are. perfect, so the confidence level in the factory seal between.

windshield and vehicle is highest. If the original windshield is. damaged, there are two choices. Either repair the original. windshield, or replace it. The advantage of repair is the factorys. safety seal is not broken. The windshield is not removed from the. That saves both the very expensive windshield and the safety. Many people are unsure if their windshield can or cannot iq option 6.5.0 apk.

repaired, so it is extremely important to consult a competent auto. If you are not sure, it is always. glass service provider for advice.

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Welche Investmentchancen die EZB Get Updated.

28.01.2020 : 11:32 Meztilabar:
Apart from all of the listings, they have also created four different markets for some of the coins.

27.01.2020 : 14:23 Kemuro:
Trаіnіng gіvеѕ ассеѕѕіbіlіtу to brоkеr рlаtfоrmѕ whеrе уоu саn соnduсt nо-rіѕk trаdеѕ.

20.01.2020 : 11:11 Goltigrel:
If you have requested a security code, you can trust the message that arrives. You don t need a smartphone to receive a security code. Iq option 6.5.0 apk you don t have an alternate phone number or email address or you can t get iq option 6.5.0 apk it, select I didn t get a code when you re prompted for a code at sign-in or I don t have access to these when you re resetting your password and then follow the instructions.

23.01.2020 : 09:00 Zulkile:
API muito avançada e muitos fornecedores para escolher.

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