Term of Use

1. Scope and Content

Audality, Inc., 1730 Spectrum Drive, Suite 204, Lawrenceville, Georgia 30043, USA and its subsidiaries (together, “Audality”, “we”, or “our”) provide content, website features, and other products and services to you on Audality’s websites, including, but not limited to, design and computing tools, blogs, mobile applications, download areas, research areas, community forums, chat functionality, video, sharing websites, supplier data exchanges, product and marketing information, and other online services (collectively, “Audality Services”). You understand and agree that you remain responsible for using your independent analysis, evaluation, and judgment in designing your systems and products. Audality provides Audality Services subject to these terms of use (“Terms of Use”).

2. You Agree

By using Audality Services, you agree to these Terms of Use. These Terms of Use are a legal agreement between you and Audality. By using Audality Services, you also agree to Audality’s Privacy Policy (including our Cookie Policy), which is incorporated herein by reference. Please read these documents carefully. If you do not agree to these terms, do not use Audality Services.

3. Service Terms

Audality offers a wide range of Audality Services, and sometimes additional terms may apply. When you use a Audality Service (for example, the Audality Forum and live Support), your use of such Audality Service is subject to the guidelines, terms, notices and disclaimers, end user license agreements, and other agreements applicable to that Audality Service (collectively, “Service Terms”). If these Terms of Use are inconsistent with the Service Terms, those Service Terms will control to the extent there is a conflict.

4. Use Restrictions and Termination of Access to Audality Services

Audality Services are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Except as stated herein, no Audality Service, nor any part of any Audality Service, may be reproduced, duplicated, mirrored, modified, displayed, distributed, copied, sold, resold, visited, or otherwise exploited for any purpose without express prior written consent of Audality.

You agree not to use Audality Services in a manner that violates any applicable law or regulation; to stalk, harass, or harm another individual; to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; to interfere with or disrupt Audality Services or servers or networks connected to Audality Services; use any data mining, robots, or similar data scraping or extraction methods in connection with Audality Services; frame or utilize framing techniques to enclose any trademark, logo, proprietary, or other information (including datasheets, images, text, page layout, or form); and attempt to gain unauthorized access to any portion of Audality Services or any other accounts, computer systems, or networks connected to Audality Services, whether through hacking, password mining, or any other means.

Subject to any Service Terms that may apply, Audality grants you permission to download, reproduce, display, and distribute Audality Services solely for non-commercial or personal use, provided that you do not modify such Audality Services, and provided further that you retain all copyright and proprietary notices as they appear in such Audality Services.

Audality further grants to K-12 educational institutions, universities, and community colleges permission to download, reproduce, display, and distribute Audality Services solely for use in the classroom, provided that such institutions identify Audality as the source of Audality Services and include the following credit line: “Courtesy of Audality, Inc.” Unauthorized use of any Audality Service is expressly prohibited by law, and may result in civil and criminal penalties. This grant of permission terminates if you breach any provision in these Terms of Use or Service Terms. Upon termination, you agree to destroy any materials relating to Audality Services.

Audality reserves the right, in its sole discretion, to terminate, suspend, or modify your registration with, or access to, all or any part of Audality Services, without notice, at any time and for any reason.

5. Your Account

You may be granted permission to establish, access, and use an account using Audality Services containing your preferences and other information (“Account”). The permission to establish your Account is personal to you and cannot be shared with or otherwise used by any other individual or entity. You hereby represent and warrant that all information provided to Audality in registering for your Account is current, complete, and correct, and that you will promptly update such information following any change which renders it incomplete or incorrect. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Audality may access, refuse service, or cancel orders in respect of, place restrictions on, remove or edit content in, or terminate your Account without notice, at any time and for any reason, including without limitation, if Audality suspects any information provided by you is untrue, inaccurate, incomplete, not current, misleading, or fraudulent. (See Section 4 above for additional limitations.)

6. Information You Post or Submit

Certain features of Audality Services may allow you to post or submit information. You may post reviews, comments, videos, and other content and communications, and submit suggestions, ideas, comments, questions, or other information, so long as such content is not proprietary, confidential, illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, provided in violation of your obligations (ethical, legal, or otherwise), or otherwise injurious to third parties or objectionable, as determined by Audality in Audality’s sole discretion, and does not consist of or contain software viruses, political campaigning, commercial solicitation, or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any information or other content.

If you do post or submit information, you grant Audality a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Audality and its sublicensees the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the content that you post, that you have acquired all necessary rights in such content to enable you to grant to Audality the rights in such content described herein, that the content is accurate, that use of the content you supply does not violate this policy and will not cause injury to any person or entity, and that you will indemnify Audality for all claims resulting from content you supply. You agree to cooperate with Audality as may be reasonably necessary to evidence or effectuate these rights and obligations. Audality has the right but not the obligation to monitor and edit or remove any activity or content. Audality takes no responsibility and assumes no liability for any content posted by you or any third party.

7. Specific Notice Regarding Software

Any software that is made available to download from Audality Services (“Software”) is copyrighted. Use of this Software is governed by the license terms that accompany or are included with such Software (“License Terms”). Please review all License Terms carefully before downloading and using the Software.

8. Specific Notice Regarding Linking and Content from Third Party Websites

Audality permits text links to Audality’s websites using the plain text name of the site or the plain text name of Audality Incorporated; provided that such linking does not:

  1. incorporate, display, or replicate any content from Audality’s Websites (e.g., by directly hosting Audality content or in-lining, framing or creating other browser or border environments around Audality content);

  2. use any of Audality’s copyrighted information or logos, designs, slogans, product trademarks or service marks in or with such links unless otherwise expressly agreed by Audality in writing;

  3. present false or misleading information or impressions about Audality products or services;

  4. suggest that Audality promotes, endorses, or has any relationship with any third party or its opinions, website, products, or services; or

  5. result from use of any automated programs, data mining, robots, scrapers, web crawlers, or similar data gathering or extraction methods.

  6. Audality may provide links to, or embedded content from, websites maintained by third parties. Such third party websites are not under Audality’s control and Audality is not responsible for the content, products, services or other materials on or available through such websites or the actions of the operators of such websites. Audality provides links and access to such third party websites only as a convenience and Audality does not endorse the content, products, services, or operators of such websites. Use of third party websites, features, and tools is governed by the applicable terms of use and privacy practices of such websites and services.

9. Business Uses of Audality Services

If you use Audality Services on behalf of a business, that business accepts these terms and you represent and warrant that you are authorized to provide such acceptance on behalf of the business. Further you and the business agree that it will hold harmless and indemnify Audality and its subsidiaries, officers, agents, and employees from any claim, suit or action arising from or related to the use of Audality Services or violation of the Terms of Use or Service Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees.

10. Warranties and Disclaimers


Audality reserves the right to discontinue or to make corrections, enhancements, improvements, and other changes to Audality Services, or its products and services at any time and in its sole discretion. With respect to Audality products, please see our Product change notification and Product obsolescence policies (viewable here). Audality strongly encourages customers to purchase Audality parts either directly from Audality, or from Audality Authorized Dealers Distributors listed by region and country on the following webpage. You should obtain the latest relevant information before using Audality Services or placing orders and should verify that such information is current and complete.

Audality products are sold subject to separate terms (see, for example, Audality’s Terms of Sale) as agreed by Audality at the time of order acknowledgment.

Audality may provide you with technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. Audality assumes no liability and makes no representations or warranties regarding such services or items. You are solely responsible for your products and applications, including those using Audality products. To minimize the risks associated with your products and applications, you should provide adequate design and operating safeguards.

Audality does not warrant or represent that any license, either express or implied, is granted under any patent right, copyright, mask work right, or other intellectual property right relating to any combination, machine, or process in which Audality products or services are used. Information published by Audality regarding third-party products or services does not constitute a license to use such products or services or a warranty or endorsement thereof. Use of such information may require a license from a third party under the patents or other intellectual property of the third party, or a license from Audality under the patents or other intellectual property of Audality.

Resale of Audality products or services with statements different from or beyond the parameters stated by Audality for that product or service voids all express and any implied warranties for the associated Audality product or service and is an unfair and deceptive business practice. Audality is not responsible or liable for any such statements.

You are solely responsible for the design, validation, and testing of your applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning your applications. Industry best practices generally require that you conduct qualification tests on actual applications taking into account possible environmental and other conditions that your application may encounter. You represent that, with respect to your applications, you have all the necessary expertise to create and implement safeguards that (1) anticipate dangerous consequences of failures, (2) monitor failures and their consequences, and (3) lessen the likelihood of failures that might cause harm, and to take appropriate remedial actions. You agree that prior to using or distributing any systems that include Audality products, you will thoroughly test such systems and the functionality of such Audality products as used in such systems.

Unless Audality has explicitly designated an individual Audality product as meeting the requirements of a particular industry standard (e.g., ISO/TS 16949 and ISO 26262), Audality is not responsible for any failure to meet such industry standard requirements.

Where Audality specifically promotes Audality products as facilitating functional safety or as compliant with industry functional safety standards, such Audality products are intended to help enable customers to design and create their own applications that meet applicable functional safety standards and requirements. Using Audality products in an application does not by itself establish any safety features in the application. You must ensure compliance with safety-related requirements and standards applicable to your applications.

Audality may expressly designate certain Audality products as completing a particular qualification . You agree that you have the necessary expertise to select the Audality product with the appropriate qualification designation for its applications and that proper Audality product selection is at your own risk. You are solely responsible for compliance with all legal and regulatory requirements in connection with such selection.

You may not use any Audality products in life-critical medical equipment unless authorized officers of the parties have executed a special contract specifically governing such use. Life-critical medical equipment is medical equipment where failure of such equipment would cause serious bodily injury or death (e.g., life support, pacemakers, defibrillators, heart pumps, neurostimulators, and implantables). Such equipment includes, without limitation, all medical devices identified by the U.S. Food and Drug Administration as Class III devices and equivalent classifications outside the U.S.

You will fully indemnify Audality and its representatives against any damages, costs, losses, and/or liabilities arising out of your non-compliance with this section.

11. Privacy and Website Policies, Modification, and Severability

Please review our Privacy Policy (including our Cookie Policy), which also governs your use of Audality Services, to understand our practices. Please review our Service Terms and other policies posted on this site. These terms and policies also govern your use of Audality Services. We reserve the right to make changes to our site, policies, Service Terms, and these Terms of Use at any time without prior notice to you. When you visit Audality sites or use Audality Services you are accepting the current version of these Terms of Use. These Terms of Use supersede all previous versions. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

12. Copyright Complaints

If you believe that your work was copied or posted on our websites in a way that constitutes copyright infringement, please notify our designated agent using the contact information below. You represent and warrant that all information contained in your submission is true, complete and accurate. We reserve the right to disregard any notice that is unclear or fails to comply with applicable legal requirements.Designated Agent (Re: Copyright Infringement Claim).

Audality Incorporated

1730 Spectrum Drive

Suite 204

Lawrenceville, Georgia 30043


e-mail:[email protected]

If you wish to report any other inappropriate or offensive content, please do so using our Information Request Form.

13. Export Control

Exports, re-exports, and transfers of Audality products, including technology, software, software source code, technical data, related technology, and the direct products thereof (collectively “Audality Items”) are subject to US export controls and sanctions, including, but not limited to, those administered by the Commerce Department’s Bureau of Industry and Security (“BIS”) under its Export Administration Regulations (“EAR”) (15 Code of Federal Regulations Parts 730-774), the Treasury Department’s Office of Foreign Assets Controls (“OFAC”) under its Foreign Assets Control Regulations (31 Code of Federal Regulations Part 500), and also to other applicable export control laws and regulations of non-U.S. government agencies (collectively, “Export Controls”). Certain Audality Services may also be subject to these Export Controls.

You acknowledge and agree that you will comply, and will ensure that your subsidiaries (as applicable) comply, with Export Controls as they relate to Audality Items and Audality Services. You further acknowledge and agree that Audality Items and Audality Services may not be exported, re-exported, transferred, or resold to a person or entity barred by the U.S. Government (collectively, “Denied Persons”) from participating in export activities. Denied Persons include, but are not limited to, those individuals or entities listed on the Commerce Department’s Denied Persons List, the Commerce Department’s Entity List, the Directorate of Defense Trade Controls’ List of Statutorily Debarred Parties, and the Treasury Department’s List of Specially Designated Nationals.

Unless prior authorization is obtained from BIS, OFAC, or any other responsible U.S. Government agency, neither you nor your subsidiaries shall (i) sell, export, re-export, transfer, resell or release, directly or indirectly, any Audality Items or Audality Services, or export, directly or indirectly, any direct product of such Audality Items or Audality Services to any U.S. embargoed, sanctioned, or restricted destinations as defined in EAR Supplement No. 1 to Part 740, Country Group E, or to any entities or enterprises listed in EAR Supplement No. 4 to Part 744; or (ii) export, re-export, transfer, release, purchase, or resell any Audality Items or Audality Services for a military end-use or to a military end-user in a country listed in EAR Supplement No. 1 to Part 740, Country Group D1. “Military end-use” means incorporation into a military item described on the U.S. Munitions List (“USML”) (22 Code of Federal Regulations Part 121, International Traffic in Arms Regulations) or the International Munitions List (“IML”) (as set out on the Wassenaar Arrangement website at www.wassenaar.org); or commodities classified under Export Control Classification Numbers (“ECCNs”) ending in “A018” or under “600 series” ECCNs. “Military end-user” means the national armed services (e.g., army, navy, marine, air force, or coast guard), as well as the national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support a military end-use. You further acknowledge and agree that Audality Items and Audality Services may not be exported, re-exported, transferred, or resold, directly or indirectly, for the design, development, fabrication, or use of nuclear, chemical, or biological weapons or missile technology without U.S. Government authorization.

You also acknowledge and agree to observe all other applicable restrictions concerning other end-uses/end-users according to other laws and regulations (e.g., European Commission regulations or any other national regulations) with respect to your use of any Audality Items or Audality Services.

The above lists of U.S. embargoed/sanctioned or restricted destinations, entities or Denied Persons are subject to change.

14. General

Any claim relating to Audality Services will be governed by and interpreted in accordance with the laws of the State of Georgia, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the state and federal courts sitting in Gwinnett County, Georgia. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule.

Audality operates or manages this site from its offices within the United States. Audality makes no representations that Audality Services referenced on this site are appropriate or available for use in other areas of the world. Those who access this site from locations outside the United States are responsible for compliance with applicable local laws.

Where Audality has provided you with a translation of the English language version of information on Audality websites, you agree that the translation is provided for your convenience only and that the applicable English language versions will govern your relationship with Audality. If there is any contradiction between the English language version of information on Audality websites and the translation, the English language version will take precedence.

Effective Date: May 7, 2019