Terms & Conditions

Last revised: 7/24/2019

Copyright 2019 © Ficosota Marketing New York LLC, All Rights Reserved

OVERVIEW

Please read these Terms of Use (this "Agreement") carefully as they contain information concerning your legal rights and limitations on these rights with regards to using the “Orpheus website” (as defined below). If you do not accept all of these terms and conditions, please do not use the “Orpheus website”. By using the „Orpheus website“ (as defined below), you agree to this Agreement. We recommend that you print a copy of this Agreement for future reference. We retain the right to make changes, as outlined below.

This Agreement is between you and Ficosota Marketing New York LLC ("Company" or "we" or "us" or "our") concerning your use of the Orpheus® website located at https://orpheus-skin.com/ (“the Site”).

“Orpheus” is a trademark registerred by and exclusively owned by us. Any unauthorized use or abuse of the trademark is expressly prohibited and constitutes a violation of trademark law, copyright law, other intellectual property rights or unfair competition law.

The Site contains information about products for sale on the territory of the United States. If you live outside the United States, you may see information on the Website about products that may not be available in your country.

In consideration of your use of the Site, you represent that you are at least 18 years of age, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, and you agree to provide accurate and complete information about yourself as requested in any order or account registration form (the “Registration Data”). If we suspect that your Registration Data is inaccurate or incomplete, we may suspend or terminate your account. The Site may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to children (persons under the age of 18). If you are a under the age of 18, you can use the Site only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify, do not use the Site.

If you are using the Site on behalf of, or for the benefit of, any organization with which you are associated, then you agree to the terms of this agreement on behalf of yourself and such organization, and you confirm that you have the legal authority to bind such organization to this agreement. References to "you" and "your" in this Agreement will refer to both you and any such organization.

Our store is hosted on Shopify.com (“Shopify”). Shopify provides us with the online e-commerce platform that allows us to sell our products to you.

  1. OUR RIGHT TO MAKE CHANGES

Due to ongoing technical innovations and changes of the relevant legal framework the following Agreement needs to be changed and/or amended by us from time to time. We therefore ask the user to review the Agreement before each visit to the Site and to take into account any changes and/or amendments. In case of disputes between you and us, that occurred prior to the date on which the changes under the previous sentence were posted or notified to you made, the said changes shall not apply to the dispute. Your use of the Site following any changes will constitute your acceptance of such changes. The "Last Updated" legend above indicates when this Agreement was last changed. With regard to products purchased or obtained on the Site, the version of these Terms of Use that were posted at the time of purchase apply.

To the extent permitted by applicable law, we may, at any time and without liability, modify or discontinue all or part of the Site for valid reasons (e.g., to reflect changes in the relevant laws, to protect the security of the site, or to implement reasonable technical adjustments and improvements); charge, modify, or waive any fees required to use the Site where reasonably necessary; or offer opportunities to some or all users, at our sole discretion. We will seek to notify you by reasonable means of (i) any modifications that will have a material adverse effect on the use of the Site, taken as a whole.

  1. INFORMATION SUBMITTED THROUGH THE SITE.

The information you submit on or through the Site is governed by our Cookies and Privacy Policy submitting any information on the Site you confirm that it is correct complete and it will be updated by you as needed by contacting us on the Site. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posteed by you or any third-party.

  1. JURISDICTIONAL ISSUES.

The Site may not be appropriate or available for use in some jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. For certain and valid reason,  the availability of the Site may be limited by us in whole or in part, at any time, to a geographic area or person we deem appropriate  (e.g. to adhere to an applicable legislation, to protect and increase the security of the site or to make reasonable technical adjustments).

  1. ACCEPTABLE USE AND RULES OF CONDUCT.

You are not allowed to:

  1. Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful, intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous or fraudulent; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
  2. Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a "Virus").
  3. Use the Site for any type of commercial purposes that would benefit you or a third party in any way; Use the Site for any fraudulent or other unlawful actions;
  4. Collect information about users of the Site in any way, including through reverse engineering.
  5. Hinder with the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any part of the Site, or violate any requirement or policy of such servers or networks.
  6. Restrict or constrain any third party from using the Site.
  7. Reproduce, change, adapt, translate, create derivative works of, sell, rent, lease, loan, distribute or otherwise exploit any part of (or any use of) the Site except as expressly authorized under this Agreement, without our express prior written consent.
  8. Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
  9. Remove any copyright, trademark or other proprietary rights notice from the Site.
  10. Incorporate any portion of the Site into any product or service, without our express prior written consent.
  11. Systematically download and store content from the Site.
  12. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather Site’s content, or reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the root directory of the Site, we grant to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware, telecommunications and other services needed for you to use the Site.

  1. PRODUCTS

Certain products may be available exclusively online through the Site. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.

We reserve the right to limit the quantities of any products that we offer. All descriptions of products or product pricing and availability are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any products at any time.

We reserve the right to refuse any order you place with us at any time and for any reason in our sole and absolute discretion. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. The products available on the Site are for personal use only and are not for resale. Accordingly, we reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

We do not warrant that the quality of any products, purchased or obtained by you, will meet your expectations.

  1. ACCOUNT AND PERSONAL INFORMATION.

You shall have the option to register with the Site in order to use it. To register with the Site, you will be asked to provide certain registration details or other information, including a username and password. To purchase products offered by the Site, you will be required to provide credit card, banking and/or other personal information.  You agree that all information you provide to register with the Site, to purchase products and to use any other features of the Site, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Your account is non-transferable and any rights to your account shall automatically terminate upon your death. You may not use the account, username or password of someone else at any time. You agree to notify us immediately of any unauthorized use of your account, username, password and/or credit card information. You also agree to notify us if you are aware of or suspect other unauthorized use of the Site and/or the Site content. We will not be liable for any loss that you incur as a result of someone else using your username and password with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents or representatives, our licensees, licensors and suppliers as well as any of our related companies and each of our and their respective directors, officers, employees and agents due to someone else’s use of your account, user name or password.

  1. ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete and accurate purchase and account information for all purchases made through the Site. You agree to promptly update your account and other information, including, but not limited to, your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You represent and warrant to us that you are the authorized signatory of the credit or charge card or account provided to us to pay for products purchased from the Site.

All prices displayed on the Site are quoted in U.S. Dollars. If you order any products through the Site, you are agreeing to pay the amounts confirmed in your order and that we may charge you for such amounts.  You can make payment by credit card or other methods offered by the Site.

For more details, please review our Return Policy.

  1. ERRORS, INACCURACIES AND OMISSIONS.

Occasionally there may be information on the Site or in the Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Site or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We do not take responsibility for these errors.

In the event a product listed on the Site is labeled with an incorrect price due to some typographical, informational, technical or other error, we shall in our sole discretion have the right to refuse and/or cancel any order for said product and immediately amend, correct and/or remove the inaccurate information. Please pay particular note that while we have tried to accurately display the colors of products, the actual colors you see will depend on your monitor and may not be accurate.

We undertake no obligation to update, amend or clarify information on the Site or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Site or on any related website, should be taken to indicate that all information on the Site or on any related website has been modified or updated.

  1. PROFILES AND FORUMS.

You may be permitted to make available certain information or materials (each, a "Submission") in connection with the creation of your profile on the Site or in connection with using our contact form. We do not control and are not liable for any use or misuse by any third party of Submissions or for your interactions with other users. Users are ultimately responsible for their own actions. Any information, including personal that you choose to make publicly available through the Site, is at your own risk. If you choose to make your personal or other information publicly available through the Site, you do so at your own risk.

  1. OUR RIGHT TO USE SUBMISSIONS.

You are the owner of your Submissions. For each Submission you make, you grant to us a global, royalty-free, fully paid-up, non-exclusive,  infinite, irreversible, assignable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to copy, disseminate, perform and present (publicly or otherwise), create derivative works of, conform, adjust, store and otherwise use, analyze and exploit such Submission and to contact you about such Submission, including your name and location, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials, and advertising in connection with pictures/videos).

In addition, any ideas, proposals or suggestions that you provide to us ("Feedback"), shall be deemed as a Submission. You agree that Feedback is not confidential and that your provide it gratuitously, unsolicited and without restriction and does not place us under any obligation in respect of such Feedback.

You confirm that (a) you have all rights necessary to grant the licenses in this section, (b) your Submissions are complete and correct, and (c) your Submissions and your provision of them to us are not fraudulent or breach any applicable legislation or any third party’s rights. You  completely and irreversibly abandon (and agree that we can perform any acts or omissions in relation to your Submissions and related materials) any "moral rights" or other rights with respect to acknowledgment  of authorship or integrity of materials regarding your Submission that you may have under any applicable legislation.

  1. MONITORING THE USE OF THE SITE.

We have the right, but in no way the obligation, to monitor, observe, change or delete Submissions before or after they occur on the Site or analyze your access to or use of the Site, including data gathered from information that you submit through the Site. We keep the right to use data gathered from the information submitted by you as part of overall data analysis. We may reveal information regarding either your access to or use of the Site, the details and circumstances related to the conveyance of Submissions, and personal information about  users who make Submissions available, in each case, in conformity with applicable legislation or a request by a court or law enforcement or other governmental body, or otherwise in accordance with our Privacy Policy.

  1. YOUR RIGHT TO USE THE SITE.

For the duration of the present Agreement and only in case you comply with its terms and conditions: (a) you may use the Site only for your personal, non-commercial use; (b) we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Site on a device that you own or control, only for your personal, non-commercial use. The responsibility for keeping the respective device secure and appropriately protected is solely yours.  

Except as specifically authorized in this Agreement or elsewhere on the Site, you are not permitted to copy, reproduce, modify, republish, upload, download, post, sell, lease, license, rent, transfer or in any manner distribute or otherwise use or permit others to use any Site’s Content or any copies thereof. The license to use Site’s Content as described in the previous paragraph will automatically terminate if you fail to comply with any of the terms and conditions set in this Agreement.

We reserve the right in our sole and absolute discretion to refuse access to the Site, or any areas on the Site, or to provide any product to any person or entity for any reason or for no reason whatsoever, at any time.

  1. COMPANY’S PROPRIETARY RIGHTS.

We own the Site, which is protected by the relevant and applicable proprietary rights and laws, including all of our brand names, trademarks and any associated logos. All trade names, trademarks and logos (collectively, "Marks") on the Site which are not our exclusive property, are property of their respective owners. You are not allowed to use our Marks in connection with any product that is not ours or in any way that might or is likely to cause confusion. Nothing contained in the Site should be construed or interpreted as authorizing you or any third party to use any Marks without the express prior written consent of the owner.

13.1. Copyrights. All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is either Copyright © to Ficosota Marketing New York LLC, ALL RIGHTS RESERVED or Ficosota Marketing New York  LLC has duly obtained the right to use the said content. The compilation of all content on the Site is the exclusive property of Ficosota Marketing New York LLC and protected by U.S. and international copyright laws.  Copying or storing of any content for other than personal, non-commercial use is expressly prohibited without the prior written permission from us or the copyright holder identified in the individual content's copyright notice.

13.2. Third Party Materials. Third-party information, products, services, tools and other materials may (hereinafter referred to as “Third Party Materials”) may be accessible through the Site, including via links. You acknowledge and agree that we provide access to such information, products, services, tools and other materials ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We are not responsible for any Third-Party Materials as they are not endorsed by us or in under our control, and we have no control or input in them. We are under no obligation to monitor any Third Party Materials, and we may block or disable access to any Third Party Materials at any time. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.  Any or access or use of Third-Party Materials by you is at your own risk and is subject to any additional terms, conditions and policies applicable to such materials. Any use by you of Third-party information, products, services, tools and other materials offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which Third-party information, products, services, tools and other materials are provided by the relevant third-party provider(s). We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, tools or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

13.3. Third Party Links. Certain content, products and services available via the Site may include materials from third-parties.

Third-party links on the Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

13.3. Third Party Links. Certain content, products and services available via the Site may include materials from third-parties.

Third-party links on the Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

14. DISCLAIMER OF WARRANTIES.

THE CONTENT AND THE PRODUCTS ON OR ACCESSED FROM THE SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES TO THE MAXIMUM EXTENT OF THE LAW, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND SUBJECT TO ANY APPLICABLE TERMS AND CONDITIONS OR POLICIES APPLICABLE TO THE USE OF THIRD PARTY MATERIALS AS SET OUT IN SECTION 17, THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THIRD PARTY MATERIALS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE WILL BE SECURE, THAT ANY USER NAME, PASSWORD OR OTHER SECURITY MEASURE THAT YOU MAY USE OR ALLOW OTHERS TO USE IN CONNECTION WITH THE SITE WILL PREVENT UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR RELATED INFORMATION, OR THAT YOUR SITE’S ACCOUNT OR RELATED INFORMATION WILL NOT BE ACCESSED OR MISUSED BY ANY THIRD PARTY.

NEITHER WE NOR ANY ORPHEUS PARTY WARRANT THAT ANY FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER WE NOR ANY ORPHEUS PARTY WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS OR CONTENT OFFERED OR ACCESSED ON THE SITE IN TERMS OF THEIR CORRECTNESS, QUALITY, ACCURACY, RELIABILITY, OR OTHERWISE.

ALL DISCLAIMERS OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES").

We are taking all reasonable measures to try to manage the timeliness, integrity and security of the Site, however we cannot ensure that it is or will remain updated, complete, correct or secure, or that access to it will be uninterrupted. The Site may include inaccuracies, errors and materials that conflict with this Agreement. In addition, it is possible that third parties may make unauthorized changes to the Site. If you become aware of any such changes, please contact us with a brief description of the said change and its location on the Site.

  1. LIMITATION OF LIABILITY.

NOTHING IN THIS AGREEMENT RESTRICTS, EXCLUDES OR MODIFIES OR PURPORTS TO RESTRICT, EXCLUDE OR MODIFY ANY MANDATORY STATUTORY CONSUMER RIGHTS UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR LOSSES THAT WERE NOT REASONABLY FORESEEABLE TO YOU OR US AT THE TIME YOU AGREED TO THIS AGREEMENT, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THIS AGREEMENT, AND UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY (COLLECTIVELY, "INDIRECT LOSSES"). LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH YOU AND WE KNEW IT MIGHT HAPPEN.

WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR INDIRECT LOSSES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH.

THE COMPANY PARTIES DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS, FOR GROSS NEGLIGENCE OR WILLFUL BEHAVIOR, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO USE THE SITE; AND (B) FIFTEEN UNITED STATES DOLLARS ($15).

ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THIS AGREEMENT (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE COMPANY PARTIES.

WITH RESPECT TO ANY CONDITIONS, WARRANTIES OR GUARANTEES THAT CANNOT BE EXCLUDED UNDER STATUTE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OUR LIABILITY IS LIMITED (AT OUR OPTION) TO THE RESUPPLY OR REFUND OF THE COST OF RELEVANT PRODUCTS.

  1. ACKNOWLEDGEMENT REGARDING PRODUCTS AVAILABLE ON THE SITE.

All of the products purchased from the Site should only be used in accordance with the manufacturer's instructions, precautions and guidelines. You agree that you are using the Site and the products offered by the Site at your own risk. You are responsible for using any items purchased responsibly and in accordance with applicable directions for use.  It is your responsibility to review the ingredients of all items and understand your tolerances to ensure that the use of these products will not cause allergic reactions or other adverse side effects.

Any gift with purchase (GWP) is available for a limited-time and while supplies last. Details of GWP, including but not limited to color, size, quantity are selected by Orpheus. Offer is subject to change at any time without notice. If you need to return an item and you received a GWP, then both the item and GWP must be returned to Orpheus.

  1. THIRD PARTY CLAIMS.

In case you breach this Agreement or you infringe any third-party’s rights and as a result of that breach and/or infringement, we we are sued by a third party right, then, to the fullest extent permitted by applicable law, you will be responsible for all liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) incurred by the Company Parties.

 

  1. TERMINATION

You may stop using the Site, and thereby terminate this Agreement, at any time. In case you do not comply with the terms and conditions of this Agreement, or in case you engage in fraud or abuse, we may terminate or suspend your use of Site.  In case we need to suspend or terminate your access to the Site, we will provide you with at least 24 hours’ (twenty four) notice, if it is reasonable and taking into account the circumstances. In case we have reasonable belief that you have materially breached this Agreement, we may immediately terminate or suspend your access to the Site. In case of suspension or termination of your access to the Site, your right to use it will immediately cease, and we may, without being liable to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, and we will be under no obligation to provide further access to such materials. The Preamble and Sections 2- shall survive any expiration or termination of this Agreement.

  1. GOVERNING LAW; JURISDICTION.

This Agreement is construed in accordance with and is governed by the laws of USA, unless otherwise prescribed by local law, without regard to its principles of conflicts of law, and regardless of your location. In case of disputes between you and us arising out of or related to the Site or this Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory and including non-contractual disputes or claims, such shall be subject to the exclusive jurisdiction of the state courts located in Delaware and you waive any jurisdictional, venue or inconvenient forum objections to such courts.

  1. INFORMATION OR COMPLAINTS.

If you have a question or complaint regarding the Site, please Contact us You may also contact us by using the "Contact Us" link provided on the site.

  1. COPYRIGHT INFRINGEMENT CLAIMS.

If you believe in good faith that materials available on Site infringe your copyright, you may contact us by mail or e-mail. Please be exact about the identity and location of the allegedly infringing materials. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send us a written counter-notice. Notices and counter-notices must be sent through Site’s Contact form.

  1. OTHER IMPORTANT TERMS.

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. This Agreement is between you and us. Except as set this Terms of Use, no other person shall have any rights to enforce any of the terms of this Agreement. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions. You may not assign, transfer or sub-license any or all of your rights or obligations under this Agreement without our prior written consent. We may assign, transfer or sub-license any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation." This Agreement and any policies or operating rules posted by us on the Site or in respect to the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement .Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Neither party will be responsible for any failure to fulfill any obligation due to any cause beyond its control.

  1. FORCE MAJEURE.

We shall be excused from any delay or failure in performance required under this Terms of Use, if caused by reason of any occurrence or contingency beyond our reasonable control (‘force majeure’), including, but not limited to, acts of God, acts of war, fire, laws, riots, earthquakes, floods, explosions or other acts of nature. Our obligations and rights, so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, our respective obligations here under shall resume.