Terms of Use | PRA Audio

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Term of Use

1. Scope and Content

PRA Audio Systems, Inc., 1730 Spectrum Drive, Suite 204, Lawrenceville, Georgia 30043, USA and its subsidiaries (together, “PRA Audio”, “we”, or “our”) provide content, website features, and other products and services to you on PRA Audio’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, “PRA Audio Services”). You understand and agree that you remain responsible for using your independent analysis, evaluation, and judgment in designing your systems and products. PRA Audio provides PRA Audio Services subject to these terms of use (“Terms of Use”).


2. You Agree

By using PRA Audio Services, you agree to these Terms of Use. These Terms of Use are a legal agreement between you and PRA Audio. By using PRA Audio Services, you also agree to PRA Audio’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 PRA Audio Services.


3. Service Terms

PRA Audio offers a wide range of PRA Audio Services, and sometimes additional terms may apply. When you use a PRA Audio Service (for example, the PRA Audio Forum and live Support), your use of such PRA Audio Service is subject to the guidelines, terms, notices and disclaimers, end user license agreements, and other agreements applicable to that PRA Audio 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 PRA Audio Services

PRA Audio Services are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. Except as stated herein, no PRA Audio Service, nor any part of any PRA Audio 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 PRA Audio.


You agree not to use PRA Audio 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 PRA Audio Services or servers or networks connected to PRA Audio Services; use any data mining, robots, or similar data scraping or extraction methods in connection with PRA Audio 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 PRA Audio Services or any other accounts, computer systems, or networks connected to PRA Audio Services, whether through hacking, password mining, or any other means.


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


PRA Audio further grants to K-12 educational institutions, universities, and community colleges permission to download, reproduce, display, and distribute PRA Audio Services solely for use in the classroom, provided that such institutions identify PRA Audio as the source of PRA Audio Services and include the following credit line: “Courtesy of PRA Audio, Inc.” Unauthorized use of any PRA Audio 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 PRA Audio Services.


PRA Audio reserves the right, in its sole discretion, to terminate, suspend, or modify your registration with, or access to, all or any part of PRA Audio 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 PRA Audio 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 PRA Audio 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. PRA Audio 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 PRA Audio 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 PRA Audio 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 PRA Audio in PRA Audio’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 PRA Audio 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 PRA Audio 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 PRA Audio 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 PRA Audio for all claims resulting from content you supply. You agree to cooperate with PRA Audio as may be reasonably necessary to evidence or effectuate these rights and obligations. PRA Audio has the right but not the obligation to monitor and edit or remove any activity or content. PRA Audio 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 PRA Audio 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

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


  1. incorporate, display, or replicate any content from PRA Audio’s Websites (e.g., by directly hosting PRA Audio content or in-lining, framing or creating other browser or border environments around PRA Audio content);
  2. use any of PRA Audio’s copyrighted information or logos, designs, slogans, product trademarks or service marks in or with such links unless otherwise expressly agreed by PRA Audio in writing;
  3. present false or misleading information or impressions about PRA Audio products or services;
  4. suggest that PRA Audio 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. PRA Audio may provide links to, or embedded content from, websites maintained by third parties. Such third party websites are not under PRA Audio’s control and PRA Audio 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. PRA Audio provides links and access to such third party websites only as a convenience and PRA Audio 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 PRA Audio Services

If you use PRA Audio 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 PRA Audio and its subsidiaries, officers, agents, and employees from any claim, suit or action arising from or related to the use of PRA Audio 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

PRA Audio SERVICES ARE PROVIDED STRICTLY “AS IS” AND WITH “ALL FAULTS”. PRA Audio MAKES NO WARRANTIES OR REPRESENTATIONS WITH REGARD TO PRA Audio SERVICES OR USE OF PRA Audio SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING FOR ACCURACY, COMPLETENESS, OR SECURITY. PRA Audio DISCLAIMS ANY WARRANTY OF TITLE AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO PRA Audio SERVICES OR USE THEREOF. PRA Audio WILL NOT BE LIABLE FOR AND WILL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON A COMBINATION OF ANY ITEMS OR PRODUCTS PROVIDED IN PRA Audio SERVICES. IN NO EVENT WILL PRA Audio BE LIABLE FOR ANY ACTUAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT PRA Audio HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF PRA Audio SERVICES OR YOUR USE OF PRA Audio SERVICES.


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


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


PRA Audio may provide you with technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. PRA Audio 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 PRA Audio products. To minimize the risks associated with your products and applications, you should provide adequate design and operating safeguards.


PRA Audio 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 PRA Audio products or services are used. Information published by PRA Audio 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 PRA Audio under the patents or other intellectual property of PRA Audio.


Resale of PRA Audio products or services with statements different from or beyond the parameters stated by PRA Audio for that product or service voids all express and any implied warranties for the associated PRA Audio product or service and is an unfair and deceptive business practice. PRA Audio 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 PRA Audio products, you will thoroughly test such systems and the functionality of such PRA Audio products as used in such systems.


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


Where PRA Audio specifically promotes PRA Audio products as facilitating functional safety or as compliant with industry functional safety standards, such PRA Audio products are intended to help enable customers to design and create their own applications that meet applicable functional safety standards and requirements. Using PRA Audio 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.


PRA Audio may expressly designate certain PRA Audio products as completing a particular qualification . You agree that you have the necessary expertise to select the PRA Audio product with the appropriate qualification designation for its applications and that proper PRA Audio 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 PRA Audio 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 PRA Audio 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 PRA Audio 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 PRA Audio 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 PRA Audio sites or use PRA Audio 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).


PRA Audio Incorporated

1730 Spectrum Drive

Suite 204

Lawrenceville, Georgia 30043

USA

e-mail:[email protected] Audio.com


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 PRA Audio products, including technology, software, software source code, technical data, related technology, and the direct products thereof (collectively “PRA Audio 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 PRA Audio 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 PRA Audio Items and PRA Audio Services. You further acknowledge and agree that PRA Audio Items and PRA Audio 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 PRA Audio Items or PRA Audio Services, or export, directly or indirectly, any direct product of such PRA Audio Items or PRA Audio 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 PRA Audio Items or PRA Audio 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 PRA Audio Items and PRA Audio 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 PRA Audio Items or PRA Audio 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 PRA Audio 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.


PRA Audio operates or manages this site from its offices within the United States. PRA Audio makes no representations that PRA Audio 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 PRA Audio has provided you with a translation of the English language version of information on PRA Audio websites, you agree that the translation is provided for your convenience only and that the applicable English language versions will govern your relationship with PRA Audio. If there is any contradiction between the English language version of information on PRA Audio websites and the translation, the English language version will take precedence.


Effective Date: May 7, 2019