Terms of Use
1. Your Agreement to These Terms of Use
Analog Devices, Inc., a Massachusetts corporation with its principal office in Wilmington, Massachusetts (“ADI”), is making its cloud hosted platform and services provided through it (collectively referred to as the “Services”) available to you under these Terms of Use (the “Terms”) for use as described herein. The Terms also govern the use of any software provided by ADI or an ADI-approved distributor for purposes of accessing and using the Services (collectively referred to as the “Software”), except to the extent that the Software is otherwise provided by ADI pursuant to separate license terms, in which case such other terms shall, in addition to these Terms, apply to the use of that Software (and any conflict between the provisions of such terms and these Terms shall be resolved in favor of such terms).
By selecting the “I ACCEPT/AGREE” button, or by otherwise accessing or using the Services or Software, you represent and warrant that you are authorized to represent the company or organization you are acting for (the “Customer”) and you conclude a legally binding contract based on these Terms with ADI on behalf of yourself and the Customer. (For purposes of these Terms, the term “you” shall refer to you and the Customer.) If you do not agree to be bound by and comply with all of these Terms, you may not use the Services or Software.
2. Use of the Services
2.1 User Account and Authorized Users
Using credentials provided by ADI, you must establish one or more unique access accounts to access and use the Services (each a “User Account”). You represent and warrant that you are authorized by the Customer to access the Services on behalf of Customer and have received account credentials from the Customer or directly from ADI in your capacity as a Customer representative. You are responsible for all of your employees and users who you authorize to access the User Account or to whom you supply any account credentials (“Authorized Users”). You are responsible for protecting against unauthorized access to your User Account(s), maintaining the confidentiality of your account credentials, and all activities that occur under your User Account(s) and your Authorized Users’ account credentials. You represent that all registration and other information provided to ADI is true, correct, and complete in all respects, and you agree to promptly update your account information if there are any changes. ADI is not responsible for any harm caused by your Authorized Users. Unless otherwise expressly agreed in writing by ADI, no more than a single concurrent Authorized User may access a User Account at a time. You must notify ADI immediately upon learning of any unauthorized use. ADI reserves the right to limit, suspend, terminate, or take other actions against your accounts, credentials, and use of the Services and Software in the event of any improper access or use of the Services or Software.
2.2 Lawful Use of Services and Software
You may not use the Services or Software unless you are in a jurisdiction where local laws allow such use, and you must comply with these Terms and applicable laws at all times. You agree only to use the Services on behalf of the Customer within the scope of your employment relationship with the Customer. You acknowledge and agree that the Customer, and not ADI, is responsible for ensuring that your use is legal and for any notice and consent requirements that may apply to you in any employer-employee relationship.
2.3 Services
Subject to your ongoing compliance with these Terms and the documentation made available by ADI for the Services (“Documentation”), You may use and access the Services for a period of 30 days from the date when ADI makes the Services available to You (“Demonstration Period”). ADI may provide updates to the Services, Software, and/or Documentation including automatic and over-the-air updates, and use of Services may require you to install and use the most recent update of Software made available by ADI. In addition, ADI may terminate or modify the Services if the termination or modification is generally applicable to all ADI customers using the subject Services.
2.4 Usage Limits
ADI shall not be obligated to increase storage capacity for any account.
2.5 Restrictions
You may only use the Services and any reports or data generated by the Services (“Reports”) for Customer’s internal business purpose of evaluating the Services and Software. You shall not (and shall not permit or assist anyone else to) directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Services or Software; (ii) modify, translate, or create any derivative works based on any element of the Services or Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer any rights to use, access or install any Services or Software; (iv) use any Services or Software for timesharing purposes or otherwise for the benefit of anyone other than the Customer; (v) use any automated means, including without limitation, agents, robots, scripts, scrapers, spiders, or any other data mining technology to access, monitor, extract, or copy any part of the Services, Software, or content made available thereon; (vi) upload to or transmit through the Services or Software any computer viruses, Trojans, worms, or malicious code, or any Customer Data that is illegal, offensive, malicious, harmful, or otherwise contrary to Internet standards or social norms; (vii) remove or alter any copyright or proprietary notices or disclaimers from any Services, Software, Documentation, or Reports; (viii) use the Services or Software to access the data of any other ADI customer; (ix) publish or disclose to third parties any Reports or any other output, interfaces, or evaluation of the Services or Software without ADI’s prior written consent; (x) use the Services, Software, or Reports for any purpose other than their intended purpose; (xi) load or penetration test the Services or Software, or otherwise use the Services or Software in any way that is, or could reasonably be expected to interfere with, disrupt, or otherwise be detrimental to the integrity or performance of the Services or Software or ADI’s ability to provide either; or (xii) attempt to gain unauthorized access to the Services or Software. If your use of Services or Software or other actions exceed(s) the limits on your account, violate(s) these Terms, or otherwise interfere(s) with or pose risk to the Services, Software, or ADI’s systems, ADI shall be entitled to take all reasonable steps to protect the Services, Software, and ADI’s systems, including without limitation suspension or termination of your account.
3. Third Party Providers; Use of Other Products
You are responsible for (i) obtaining, deploying and maintaining all computer hardware, software, and other communications equipment necessary for you to access and use the Services via the Internet (as applicable); (ii) contracting with third party ISP, telecommunications, and other service providers to access and use the Services via the Internet (as applicable); and (iii) paying all fees and access charges incurred in connection with the foregoing. You acknowledge that ADI engages third party solutions and services in connection with the hosting and operating of the Services and ADI will have no warranty, support, or other obligation with respect to such third party solutions and services.
4. Customer Data
All data, content, materials, software and other information uploaded, submitted, stored, processed, or analyzed by you or your Authorized Users in connection with the Services (“Customer Data”) shall, as between ADI and Customer, remain the property of Customer. You are responsible for backing up any Customer Data, and ADI shall not have any responsibility or obligation relating thereto or for any loss thereof. You are responsible for obtaining any and all consents and other rights necessary to collect, submit, use, display, reproduce, and process Customer Data in connection with the Services, Software, and Reports. By uploading, submitting, storing, or processing any Customer Data, you represent that you have all required rights and permissions to do so and to permit the use thereof as set forth in these Terms. ADI reserves the right to block, limit, remove, or delete any Customer Data from the Services at any time for any reason. The ADI Privacy Policy (maintained at https://www.analog.com/en/who-we-are/legal-and-risk-oversight/data-privacy/privacy-policy.html) describes the administrative, physical, technical, and other safeguards that are applied to Customer Data, and used to protect against unauthorized disclosure of Customer Data to third parties, other than for the purposes permitted under these Terms.
5. Data Privacy
By submitting any personal data, including health related data, (“Personal Data”) to the Services, You represent that you have all applicable rights to provide such Personal Data to the Services, have obtained any necessary consents from the individual data subjects, and have disclosed to the data subjects that their Personal Data may be processed by a third party such as ADI.
6. Proprietary Rights and Licenses
6.1 License to Software and Documentation
Any Software and Documentation provided hereunder is nonexclusively licensed and not sold (and any Software shall be provided only in object code form). Software and Documentation may only be used for the purpose of accessing and using the Services in accordance with these Terms during the Demonstration Period. Except as expressly set forth in these Terms, no other license or rights are granted to you and all such rights are expressly reserved to ADI.
6.2 Trademarks
You may not use any trademarks of ADI or its affiliates (“ADI Marks”) without ADI’s prior written consent. If consent is provided, it may be withdrawn upon written notice by ADI and is deemed withdrawn in the event of termination or expiration of these Terms. Use of ADI Marks is subject to compliance with ADI trademark usage policies as may be in effect from time to time. You acknowledge and agree that ADI is and shall remain the sole and exclusive owner of the ADI Marks, and you shall not contest or take any action that would jeopardize or diminish ADI’s exclusive rights in the ADI Marks.
6.3 Rights to the Services
You agree that, as between ADI and you, and except for the rights expressly granted to you in these Terms, ADI shall exclusively own and retain all right, title, and interest in and to the Services, Software, and Documentation, as well as all generated output (except for Customer Data incorporated therein), adaptations, updates, revisions, enhancements, or improvements thereto (including, but not limited to, underlying or associated algorithms, processes, models, tools, interfaces, works of authorship, inventions, developments and intellectual property rights with respect to the foregoing), and that ADI is not restricted or limited from using or exploiting any of the foregoing in any way.
6.4 License to Customer Data
You hereby grant to ADI a perpetual, irrevocable, royalty-free, fully-paid, transferable, sublicensable (through one or more tiers), worldwide, nonexclusive right and license to use, host, store, transfer, display, perform, reproduce, modify, create derivative works of, distribute, and otherwise exploit Customer Data in order to (i) provide, analyze, and improve the Services, Software, and other ADI products and services; (ii) monitor your use of the Services; and (iii) compile, use, and otherwise exploit aggregate or de-identified data, statistics, measurements, or other metrics derived from Customer Data (including in combination with the aggregate or de-identified data of other ADI customers) for its own purposes. ADI shall use Customer Data in accordance with the ADI Privacy Policy. ADI shall exclusively own all analyses, reports, models, statistics, and other information created, compiled, generated, or derived by ADI in connection with the use of Customer Data pursuant to the aforementioned license and/or the delivery of the Services (collectively, “Analyses”), provided that any Customer Data included in any Analysis shall remain the property of Customer (subject to the license granted to ADI in this Section 8.4).
6.5 Feedback
You are not obligated to provide ADI with any error reports, evaluations, suggestions, enhancements, recommendations, or other feedback (collectively referred to as “Feedback”). If you or any of your Authorized Users make or provide any Feedback relating to the Services, Software, Documentation, or any other ADI products or services, then you hereby grant to ADI a royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable, right and license to use, copy, modify, distribute, and otherwise exploit without restriction any such Feedback and any products, software, or services based on such Feedback.
6.6 Third Party Software
Software may be accompanied by, include, or rely on the use of software made available by one or more third parties (collectively referred to as “Third Party Software”). Third Party Software may include commercial software licensed by third parties, “open source” software meeting the Open Source Definition as promulgated by the Open Source Initiative, or other software programs released by third parties. Each component or portion of Third Party Software is subject to its own separate software license terms and conditions (“Third Party Licenses”). The Third Party Licenses for Third Party Software made available as part of the Software may be set forth or identified (by URL or otherwise) in the Documentation or such other location customarily used for such terms. Third Party Software is provided on an “as is” basis without any representation, warranty or liability of any kind.
6.7 Federal Government End User Provisions
ADI provides the Services, including related Software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services and/or Software include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with ADI to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
7. Confidentiality
Except as expressly permitted under these Terms, you agree not to disclose or permit any third party to access (i) any ADI software, technology, programming, specifications, materials, data, reports, or other information regarding the Software, Services, or Documentation, or (ii) any other information designated in writing by ADI as “Confidential” or an equivalent designation any other information which a reasonable person would understand is of a confidential or proprietary nature (collectively referred to as “Confidential Information”). Nothing in these Terms will be construed as preventing disclosure of information that is legally compelled to be disclosed by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, provided that you promptly notify ADI of any such requirement to disclose Confidential Information to the extent legally permitted and cooperate with ADI in obtaining a protective order or other available protection against such disclosure.
8. Disclaimers and Exclusions of Warranties
The SERVICES, SOFTWARE, DOCUMENTATION, AND ALL ASSOCIATED CONTENT AND OUTPUT are provided “AS IS” and “AS AVAILABLE” withOUT warranty of any kind (express oR implied), AND ADI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL, OR WRITTEN, WITH RESPECT TO THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL ASSOCIATED CONTENT AND OUTPUT, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, ADI DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DATA, CONTENT, OR OUTPUT PROVIDED BY OR THROUGH THE SERVICES OR SOFTWARE WILL BE ACCURATE OR SUITABLE FOR YOUR INTENDED PURPOSES. from time to time, you may experience downtime and erroRs in the operation, functionality, or performance of the services or software.
ADI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND EXPLICITLY DISCLAIMS THE APPROPRIATENESS OR APPLICABILITY OF, THE USE OF THE SERVICES, SOFTWARE, DOCUMENTATION, OR ANY DATA, CONTENT, OR OUTPUT ACCESSED OR GENERATED THEREFROM FOR ANY SPECIFIC PATIENT CARE OR TREATMENT. YOU UNDERSTAND AND AGREE THAT COMMUNICATIONS SENT WITH USE OF THE SERVICES AND/OR SOFTWARE ARE NOT MONITORED IN REAL-TIME, AND ADI DOES NOT GUARANTEE ANY RESPONSE BY OR INTERACTION WITH ANY HEALTH CARE PROFESSIONAL OR ORGANIZATION. ADI IS NOT A MEDICAL PROVIDER; AND ADI, THE SERVICES, SOFTWARE, AND DOCUMENTATION DO NOT OFFER OR CONSTITUTE MEDICAL OR CLINICAL SERVICES OR ADVICE.
9. Indemnity
9.1 Indemnification by Customer
Customer shall defend ADI and its affiliates, and their respective directors, officers, employees, consultants, hosting and other service providers, successors and assigns (collectively, “ADI Indemnitees”) against any Claim and indemnify and hold ADI Indemnitees harmless from all associated losses, liabilities, damages and expenses (including reasonable attorneys’ fees) incurred in connection with such Claim where the Claim arises from or relates to: (i) use of the Services, Software, Documentation, or Reports by you or any of your Authorized Users (except to the extent that the Claim falls within the scope of ADI’s obligation of defense and indemnification as detailed in Section 11.1); (ii) any Customer Data, Personal Data, or other information or materials provided by you or any of your Authorized Users, or the authorized processing of it through the Services ; or (iii) any breach or violation of these Terms by you or any of your Authorized Users.
9.2 Indemnification Procedures
A party seeking any defense or indemnification under this Section 11 shall (i) provide the indemnifying party with prompt written notice of any Claim and give the indemnifying party the right to control the defense, provided, however that any delay in or failure to provide such notice shall relieve the indemnifying party of its obligation only to the extent that such failure or delay results in material prejudice to the indemnifying party and (ii) reasonably cooperate with the indemnifying party in assisting the defense of the Claim and in the negotiations or settlements of any Claim. No settlement shall be entered into which would admit wrongdoing of any kind by or on behalf of the party being defended.
10. Limitations of Liability
ADI AND ITS AFFILIATES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THE FOREGOING, (COLLECTIVELY, THE “ADI PARTIES”) WILL NOT BE LIABLE FOR ANY LOST DATA, LOST PROFITS, LOST REVENUE, LOST BUSINESS, COST OF COVER, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON, CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND EVEN IF ADI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADI’S LIABILITY FOR DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS AND THE SERVICES AND SOFTWARE PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF CAUSE, CLAIM, OR ACTION, WILL NOT (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MULTIPLE CAUSES, CLAIMS, OR ACTIONS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. IN NO EVENT WILL ADI’S AFFILIATES OR ANY SUPPLIER OF ADI OR ITS AFFILIATES HAVE ANY LIABILITY FOR ANY DAMAGES WHATSOEVER.
11. Term and Termination
Unless earlier terminated as permitted herein, these Terms shall continue for a period of thirty (30) days from the date on which ADI makes the Services available to you. ADI may terminate these Terms at any time by giving written notice to Licensee. You may terminate these Terms at any time by written notice to ADI, provided that you discontinue any further access to or use of the Services, Software, and Documentation. In the event of your breach of these Terms or the Order Terms, the termination rights are in addition to, and not in lieu or limitation of, any other right or remedy that may be available to ADI. Upon expiration or termination of these Terms, your license and access rights to the Software, Services, and Documentation shall cease. Upon any termination by either you or ADI, you must (i) immediately cease all use of the Services, Software, and Documentation; (ii) promptly destroy all Reports and other data or output downloaded or otherwise obtained from using the Services, Software, or Documentation, as well as all copies of the Software, Documentation, and Confidential Information; and (iii) certify to ADI in writing that you have completed the actions described in (i) and (ii). Upon any such termination, ADI may delete Customer Data and other information related to your account. The following provisions survive the expiration or termination of these Terms for any reason whatsoever indefinitely: 2.1, 2.2, 2.5, and 4 -12.
12. General
12.1 Force Majeure
Any nonperformance by ADI shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental action, failure of suppliers, earthquake, pandemic, or any other reason where failure to perform is beyond ADI’s reasonable control.
12.2 Relationship of the Parties
The parties are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
12.3 Choice of Law and Jurisdiction
These Terms (including validity and interpretation) will be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to any conflict of law principles. The exclusive place of jurisdiction for all disputes or other case or matter arising out of the contractual relationship between the parties shall be the Commonwealth of Massachusetts, USA; provided that ADI may seek equitable (including injunctive) relief and enforce judgements in any venue of its choosing. The parties hereto specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from these Terms.
12.4 Complete Agreement
These Terms constitute the entire agreement between you and ADI relating to your access to and use of the Services and Software. Anything contained in or delivered through the Services that is inconsistent with or conflicts with these Terms is superseded by these Terms. These Terms shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by written agreement signed by both parties hereto. The failure of either party, in any one or more instances, to enforce any of the terms of these Terms shall not be construed as a waiver of future enforcement of that or any other term. If any provision of these Terms is unenforceable, such provision shall be enforced to the extent possible under applicable law, and the remaining provisions will remain in effect.
12.5 Compliance
You must comply with all applicable laws and regulations relating to your use of the Services and Software. Without limiting the generality of the foregoing, you must comply with all export control and trade laws and refrain from exporting or re-exporting the Services or Software or any information related thereto in violation of applicable law.
12.6 Assignability
You agree that these Terms and all incorporated agreements between you and ADI may be automatically assigned by ADI, in its sole discretion, without restriction. You may not assign any rights or delegate any duties hereunder, and any purported assignment or delegation shall be null and void and constitute a material breach.
12.7 Changes to Terms of Use
You acknowledge and agree that ADI may update, modify, replace, or change these Terms, in whole or in part, at any time at its sole discretion, with or without prior notice to you. Your continued access to, viewing, contribution to or other use of the Services will constitute your acceptance of any new terms and conditions.
12.8 Contact Information
Any notice or communication from one party to the other shall be in writing and sent by electronic mail and shall be deemed given when received. All notices to ADI shall be sent to Legal.Notices@analog.com.
Appendix A
This product uses third-party software, the licenses and notices for which can be found at the following location.