Although the Site may be accessible worldwide, the Products offered on the Site are only intended for purchase and use in the United States (the “Territory”). You acknowledge and agree that the Site and the Products may not be designed for use outside of the Territory and some or all of the features of the Site and Products may not work or be appropriate for use outside of the Territory. If you choose to access the Site and/or use the Products outside of the Territory, you do so at your own risk and you are solely responsible for complying with all laws applicable in such jurisdiction.
You acknowledge and agree that you are purchasing each Product solely for your own personal, or internal business, use. You agree that you will not offer the Products for sale to any person or entity, unless you have been separately authorized by Delos as a reseller of the Products. Delos reserves the right to cancel any purchase of any Product by an unauthorized reseller, dealer or distributor.
- Acceptance of Terms.Your use of the Site to make a purchase indicates your acceptance of these Terms. If you do not accept these Terms, do not use the Site or make any purchase on the Site. From time to time these Terms may be revised by updating this document and posting it on the Site, so please review these Terms each time prior to making a purchase on the Site. Every time you make a purchase on the Site, the Terms in force at that time will apply to such purchase. Any additional or different terms and conditions set forth in any purchase order, acknowledgement or document issued by you will have no effect.
- Purchases on behalf of a Company. If you are purchasing any Products via the Site on behalf of an entity with which you are employed, engaged or associated (“Company”): (i) you agree that Company shall be bound by these Terms; (ii) you represent that you have full legal authority to bind Company to these Terms; and (iii) as used in these Terms, the term “you” or “your” refers to the Company (and its officers, directors, employees and agents) identified in the information submitted during the purchasing process.
- Separate Agreement. You acknowledge and agree that, in addition to these Terms, your receipt and use of the Products may be subject to the terms and conditions of a reseller agreement, license agreement and/or sales agreement(s) or such other agreement(s), if any, between you and Delos or its applicable affiliate, under which you purchase the Products. In the event that a conflict exists between these Terms and the aforementioned agreement(s), such agreement(s) will take precedence with respect to your receipt and use of the Products; to the extent that these Terms contains terms and conditions not contained in such agreement(s), you further accept such terms and conditions with respect to the receipt and use of the Products.
- Pricing and Availability. The price of for each Product is provided on the Site, provided that prices are subject to change at any time, but changes will not affect any order you have already placed. Please note that Delos uses a third party payment processor to link your credit card to your purchase on the Site, and the processing of your payments will be subject to the terms, conditions and privacy policies of the payment card processor and your credit card issuer, as applicable, in addition to these Terms. Unless otherwise indicated on the Site, Product pricing is exclusive of applicable taxes, which will be presented to you and charged during the checkout process or in a subsequent invoice. All Products offered on the Site are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice.
- Payment. By providing a credit card or other payment method accepted by Delos, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges detailed at checkout). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order.
- Site Transactions. We reserve the right to refuse any order you place with us the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per Company 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.
- Accuracy of Billing and Account Information. You agree to provide current, complete and accurate purchase and account information for all purchases made via a Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
- Delivery. Prices for the Products do not include shipping and handling costs. Shipping and handling charges are based on the shipping method and the size of your Product order. When you make a purchase on the Site, the shipping and handling charges are estimated and will be presented and charged to you during the checkout process or in a subsequent invoice. The delivery address you provide must be an address within the United States and cannot be a freight forwarding location. We are also unable to deliver to PO boxes. Shipping dates are approximate and based upon prompt receipt of all necessary information.
- Installments. Delos reserves right to deliver all of the Products purchased under an order at one time or in installments. If applicable, installments shall be separately invoiced and paid as billed without regard to subsequent deliveries. No offset shall be allowed against the payment due for such installment. Failure to pay for any installment when due shall excuse Delos from making further deliveries. Delay in the delivery of any one installment shall not relieve you of your obligation to accept remaining installments. The delivery by Delos of non-conforming Products or of a default by Delos of any nature respecting one or more installments shall not substantially impair the value of any order as a whole and shall not constitute a total breach of such order as a whole. Should you fail to accept or pay for each individual installment or delivery, Delos may, without prejudice to any other lawful remedy, defer further shipments or deliveries until acceptance by you or payment is made by you or, at its option, Delos may, without liability whatsoever, terminate the applicable order as to any unaccepted or undelivered portion or installment, as well as any other outstanding contract with you, and you shall be responsible for any expenses, or losses sustained by Delos in so doing.
- Title and Risk of Loss. Risk of loss to the Products purchased by you shall pass to you upon Delos’ delivery of the Products to the carrier. Title in the Products purchased by you shall not pass to you until Delos has received payment in full for such Products.
- Inspection. You agree to inspect the Products immediately upon your receipt thereof. Any claims based non-conforming Product deliveries shall be deemed waived and released by you, and such Products shall be deemed to have approved and accepted, unless made in writing within thirty (30) days after the delivery of the Products in accordance with the applicable order. No person, firm or corporation is authorized to assume for Delos any other liability in connection with the sale of the Products. Delos and its representatives shall be given due opportunity to investigate any such claims of non-conformance. If any portion of the Products delivered to you is defective, Delos shall have the right in its discretion either to replace such defective Products or to refund the portion of the purchase price applicable thereto. No Products shall be returned to Delos without Delos’ prior written authorization.
- Credit. Delos reserves the right at any time and from time to time, to revoke, suspend or change any credit terms extended to you because of your failure to pay for any Products when due or for any other reason deemed good and sufficient by Delos. In such case, in addition to any other remedies herein or provided by law, cash payment or satisfactory security from you may be required by Delos before shipment, or the due date of your payment under any contract or order with Delos may be accelerated by Delos. Failure to pay invoices when due shall make any subsequent invoices immediately due and payable, regardless of terms, and Delos may withhold all subsequent deliveries until the full account is settled. Acceptance by Delos of less than full payment shall not be a waiver of any of its rights. If you become bankrupt or insolvent, or a receiver is appointed for you in any court, Delos may forthwith terminate your order for Products by written notice thereof to you, and such termination shall not prejudice Delos’ rights to any amounts then due under such order. You represent to Delos that you are financially solvent as of the date of submitting an order for Products.
- Installation of Products. There may be applicable laws relating to the installation of a particular Product. You should check that you are in compliance with all relevant laws in your jurisdiction. We are not responsible or liable for any injury or damage caused by or resulting from the installation of any Products.
- Product Integration with Delos programs. In the event that you wish to integrate any Products with the DARWIN Wellness Intelligence Network or any other Delos programs (each, a "Program"), you are required to purchase, or already have obtained, authorized access to such Program. Your use of any such Program Network is subject to the applicable Program terms and conditions.
- Returns or Exchanges; Warranties. Products are subject to any applicable return or exchange policy, and to any applicable limited warranty (the “Limited Warranty”), contained on the Site.
- Passwords and Log-in information. You may have the opportunity to create an account on the Site. To help protect the security of the Site and your information, you should follow security best practices such as protecting your user name and password. You are responsible for maintaining the confidentiality of your information and password, and you are responsible for all uses of your account and registration, whether or not authorized by you. Do not share your password or user name with any other person. In the event you become aware of misuse or unauthorized use of your user name or password, it is your obligation to notify Delos. Delos shall have no responsibility for lost or misused usernames or passwords or for unauthorized access to them.
- Disclaimer of Warranties, Indemnification and Limitations of Liability.
(b) Accuracy of Information. Delos makes no representations or warranties regarding the truthfulness, accuracy, completeness, timeliness or reliability of any information submitted by Site users, or of any other form of communication engaged in or information exchanged by Site users. Information on the Site may contain inaccuracies or typographical errors. You acknowledge that any reliance on information submitted by users or on any other form of communication with users will be at your own risk.
(c) DISCLAIMER OF WARRANTIES. EXCEPT AS STATED IN THE LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THE SITE, ALL CONTENT MADE AVAILABLE ON OR PROVIDED THROUGH THE SITE AND ALL PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER AND (II) DELOS DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, LOSS OF DATA, FITNESS FOR PARTICULAR PURPOSE, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. DELOS (FOR PURPOSES OF THIS PARAGRAPH, EITHER ITSELF AND/OR THROUGH ONE OR MORE OF ITS AFFILIATES) INVESTS IN, OWNS, AND/OR INTERNALLY DEVELOPS CERTAIN PRODUCTS AND SERVICES MENTIONED AND/OR SOLD ON THE SITE. DELOS AND ITS AFFILIATES ALSO MAINTAIN DISTRIBUTION AND OTHER CONTRACTUAL ARRANGEMENTS WITH THIRD PARTY PROVIDERS OF SUCH PRODUCTS AND SERVICES. THEREFORE, DELOS MAY BENEFIT COMMERCIALLY FROM THE SALE OR PROVISION OF THESE PRODUCTS AND SERVICES. AN INDIVIDUAL’S HEALTH AND WELL-BEING ARE DETERMINED BY A NUMBER OF FACTORS PARTICULAR TO THAT INDIVIDUAL, OTHER THAN THAT INDIVIDUAL’S CURRENT ENVIRONMENT. THESE FACTORS INCLUDE BUT ARE NOT LIMITED TO, PERSONAL CURRENT AND PAST CONDUCT, GENETICS, FAMILY HISTORY, AND PSYCHOLOGICAL FACTORS. DELOS IS NOT A LICENSED HEALTHCARE PROVIDER, AND MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY OF ITS SERVICES OR RECOMMENDATIONS, OR ANY PRODUCTS SOLD OR RECOMMENDED, WILL CURE ANY ILLNESSES OR DISEASES, IMPROVE THE OVERALL HEALTH OR WELL-BEING OF ANY SPECIFIC INDIVIDUAL(S), OR CAUSE A SPACE TO BE FREE FROM BACTERIA, VIRUSES, ALLERGENS, VOLATILE ORGANIC COMPOUNDS, OR OTHER PATHOGENS. NEITHER DELOS’S SERVICES NOR THE INFORMATION DISPLAYED ON THE SITE CONSTITUTE THE PRACTICE OF MEDICINE OR THE PROVISION OF ANY PROFESSIONAL HEALTHCARE SERVICES, DIAGNOSIS OR TREATMENT, AND NOTHING DISPLAYED ON THE SITE SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
FURTHERMORE, SOME OF THE PRODUCTS AND MATERIALS MENTIONED AND/OR SOLD ON THE SITE MAKE USE OF SUBSTANCES WHICH ON RARE OCCASIONS MAY CAUSE AN ALLERGIC OR OTHER ADVERSE REACTION IN SOME PEOPLE. DELOS MAKES NO WARRANTIES THAT THE PRODUCTS AND MATERIALS RECOMMENDED BY IT WILL NOT AFFECT PEOPLE WITH SUCH ALLERGIES OR PROPENSITIES FOR OTHER ADVERSE REACTIONS, AND DELOS ASSUMES NO LIABILITY FOR ALLERGIC OR OTHER ADVERSE REACTIONS TO PRODUCTS OR MATERIALS MENTIONED AND/OR SOLD ON THE SITE.
(e) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (I) DELOS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF GOODWILL, PERSONAL OR PROPERTY DAMAGE), WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DELOS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (II) DELOS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL OF THE AMOUNTS PAID TO DELOS FOR THE PRODUCT(S) SOLD HEREUNDER THAT ARE THE BASIS OF SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
- Indemnification.You agree to indemnify, defend and hold harmless Delos and its affiliates and their respective employees, officers, directors, agents, and investors (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, claims, causes of actions, damages, losses, costs and expenses, including but not limited to, attorneys’ fees and costs of suit, arising out of or relating to: (a) your use of the Site; (b) your violation of these Terms; or (c) your violation of any law or the rights of any third party. Delos reserves the right, at your expense, to assume the exclusive control of the defense and settlement of any claim for which you are required to indemnify any of the Indemnified Parties hereunder and you agree to fully cooperate with our defense and settlement of such claim. You agree not to settle any such claim without Delos’ prior written consent. Delos will use reasonable efforts to notify you of any such claim upon becoming aware of it.
- Intellectual Property Rights.
(a) All text, images, sounds, videos, graphics, design, courses, programming, code, software, and other content appearing in or on the Site (“Content”) is the sole property of Delos or their respective owners and is protected by copyright law, trademark law and international treaties. Delos authorizes you to view (and download a single copy of) the Content on the Site solely for your personal, non-commercial use. You may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. The foregoing limitations include, but are not limited to, copying or adapting the HTML code used to generate Web pages on the Site, as well as any graphics.
(b) The “look” and “feel” of the Site (including color combinations, layout, design and all other graphical elements) are also protected by copyright and trademark law. All product names, names of services, trademarks and service marks, including by way of example and not limitation, Delos™ and DARWIN™, (“Marks”) are the property of Delos or the property of their respective owners. You may not use the Marks for any purpose whatsoever other than as permitted by these Terms. Nothing contained in these Terms is intended to confer upon or assign to you any right, claim, title or interest in or to any Delos’ intellectual property or proprietary rights.
- Force Majeure. Delos and its affiliates and their respective officers, directors, employees, agents and vendors will not be liable hereunder if it is delayed, hindered, interrupted in or prevented from the performance of any of its obligations hereunder, including, without limitation the shipment or delivery of any Products, to the extent resulting, directly or indirectly, from any cause or event beyond its reasonable control, including, but not limited to, hostilities, terrorism, war, civil disturbance, embargo, any governmental order, rule, regulation or direction, riots or other civil disorder, strikes or other labor difficulties, epidemic, pandemic, infectious disease out-breaks or any other public health crisis (including quarantine or other employee restrictions), shortage of suitable materials, labor or transportation, or acts of God or natural disasters such as but not limited to a hurricane, tornado, tsunami, earth-quake, or fire.
- Termination of Access to Site.Users of the Site who violate these Terms may be denied access to the Site at the sole discretion of Delos.
- Electronic Communications. When you use the Site or send emails to Delos, you are communicating with us electronically. After you make a purchase on the Site, we will collect and store your email address, and you agree that we may use your email address to send information about Delos’ products and services, until and unless you opt-out of receiving such messages. Further, you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- General.These Terms are governed by the laws of New York, New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms shall lie exclusively with the courts located within New York, New York. No suit or legal proceeding arising under these Terms shall in any event be maintainable against Delos unless commenced or made against Delos within one (l) year after delivery or failure of delivery of the applicable Products or after any cause of action hereunder or in relation hereto shall have arisen and the lapse of such period shall be a complete bar to any recovery in any such suit or proceeding. These Terms constitute the entire agreement between you and Delos regarding the use of the Site and purchase of any Products. The section titles in these Terms are for convenience only and have no legal or contractual effect. You and Delos agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Delos, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Delos in any respect whatsoever. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The failure of Delos to enforce any term or condition of these Terms shall not be deemed a waiver thereof and shall not prevent its later enforcement. These Terms shall inure to the benefit of and be binding upon you and Delos, and your and our respective successors and permitted assigns; provided, however, you may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Delos’ prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent.
Last Updated: October 7, 2021