TERMS OF USE

Thank you for visiting delos.com, or its affiliated websites (including delos.com.austaywellrooms.comstaywellshop.com, staywellmeetings.comdarwinpremier.com, and delos.com.cn websites), (together with all microsites or subdomains hosted thereunder) (each, a “Site,” and collectively, the “Sites”). These Terms of Use along with the Privacy Policy incorporated herein govern your use of the Site and the content, features, information and services made available on and through the Site. Please read these Terms of Use carefully before using the Site or any services offered on the Site. The Terms of Use, when agreed to by you, will form a binding agreement between you and Delos Living LLC, Delos Hospitality LLC, Delos Welltek Australia Pty Ltd., and Delos Merchandising LLC (collectively “Delos,” “we,” “us,” “our,” and other similar pronouns).  The terms “you” and “your” and other similar pronouns mean any person or entity who accesses or uses the Site.

  1. Acceptance of Terms of Use. Your use of the Site indicates your acceptance of these Terms of Use. If you do not accept these Terms of Use, do not use the Site. From time to time these Terms of Use may be revised by updating this document and posting it on the Site. Please review these Terms of Use from time to time. Your continued use of the Site will constitute your agreement to the most current version of these Terms of Use. If at any time you do not agree to these Terms of Use, do not use this Site.
  2. Contact. Questions concerning the use of the Site should be directed to [email protected] 860 Washington Street, 4th Floor, New York, NY 10014.
  3. Intellectual Property Rights.

(a) All text, images, sounds, videos, graphics, design, courses, programming, code, software, and other content appearing in or on this 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, noncommercial 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 Stay WELL™ & Design Marks (“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 of Use. Nothing contained in these Terms of Use 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.

  1. Acceptable Use of the Site. Delos provides website visitors with Content on the Site for informational, educational and other purposes. The Site may be used within the context of the products, services and information contained on the Site. The information displayed on the Site may not be used for any purpose except in connection with your personal, direct use of the Site as permitted by these Terms of Use, and may not be excerpted, summarized, duplicated or otherwise removed from the Site. In addition, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms of Use or by applicable law. By way of example and not as a limitation, you shall not and shall not permit any third party to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Site, that:
    • infringes any patent, trademark, trade secret, copyright, right of publicity or other rights of any other person or entity or violates any law or contractual duty;
    • you know is false, misleading, untruthful or inaccurate;
    • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious or obscene;
    • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
    • involves commercial activities (whether or not for profit) and/or sales without Delos’ prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
    • contains software viruses or any other computer codes, files, worms, or other malware or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Delos or any third party;
    • impersonates any person or entity, including any employee or representative of Delos;
    • includes anyone’s identification documents or sensitive financial information;
    • violates the security of any computer network, or cracks any passwords or security encryption codes;
    • violates the Privacy Policy or any other policies;
    • interferes with the proper operation of the Site including, but not limited to, by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Site, through the use of bots, Trojan Horses, viruses, DNS attacks, or other technology which is designed or intended to interfere with the proper operation of the Site or the use of the website by others;
    • alters or modifies the Content or removes from any copyright notices or other legends;
    • “crawls” or “spiders” any page or portion of the Site (through use manual or automated means); harvests or scrapes any Content from the Site; or
    • interferes with service to any users of the Site, host or network, including, without limitation, via means of submitting malware to the Site.
  1. Monitoring of Information. Delos does not assume any obligation to review the accuracy, completeness, truthfulness or content of any information submitted to the Site. You are responsible for verifying the accuracy of information posted through your independent investigation. While under no obligation to do so, Delos may in its discretion review information submitted to the Site for any purpose whatsoever and it reserves the right, in its sole discretion, to reject any information submitted to the Site for any reason whatsoever. Delos reserves the right to suspend your use of this Site for any reason at any time, in its sole discretion.
  2. Rights to Information and User Submissions. We may use information and content submitted by you or collected by or through your use of the Site (“User Submissions”) in our business, as further described in the  Privacy Policy. You hereby grant to Delos a non-exclusive, irrevocable, perpetual, worldwide, fully-paid, royalty-free, sublicensable and transferable right and license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, publicly perform, and otherwise fully exploit your User Submissions in connection with the provision of the Site and otherwise in Delos’ (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Site, a non-exclusive license to access your User Submissions through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display and publicly perform such User Submissions in connection with their use of the Site. For clarity, the foregoing license grant to Delos does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses in your User Submission(s), unless otherwise agreed in writing with Delos. You represent and warrant that you have all rights to grant such licenses without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
  3. Passwords and Log-in information. To help protect the security of the Sites 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.
  4. Purchasing Products and Services. If you purchase any products or services via any of our Sites, the following additional terms apply:

(a) Purchases on behalf of a Company. If you are purchasing any products or services via any of our Sites 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 of Use; (ii) you represent that you have full legal authority to bind Company to these Terms of Use; and (iii) as used in these Terms of Use, 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.

(b) Separate Agreement. You acknowledge and agree that, in addition to these Terms of Use, your receipt and use of certain products and services may be subject to the terms and conditions of a limited license and product sales agreement(s) or other agreement(s), if any, between you and Delos or its applicable affiliate, under which you purchase the applicable products and/or services. In the event that a conflict exists between these Terms of Use and the aforementioned agreement(s), such agreement(s) will take precedence with respect to your receipt and use of the products and/or services; to the extent that these Terms of Use 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 applicable products and/or services.

(c) Fees. The price of for each product and service is provided on the applicable Site, provided that prices are subject to change at any time, but changes will not affect any order you have already placed. All payments are final and non-refundable. 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 of Use.

(d) 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 canceled. You must resolve any problem we encounter in order to proceed with your order.

(e) Site Transactions. We reserve the right to refuse any order you place with us via any 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. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

(f) 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.

  1. Termination of Access to Site. Users of any Site who violate these Terms of Use may be denied access to the Site at the sole discretion of Delos.
  2. Disclaimer of Warranties, Indemnification and Limitations of Liability. Your agreement to the following disclaimers and limitations are a material inducement to Delos to permit you to access the Site. Your use of the Site, and the obligations and liabilities of Delos in respect of your use of the Site, is expressly limited as follows:

(a) Conduct of Users. Delos assumes no responsibility for the activities or conduct of Site users.

(b) Third Party Information or Site. The Site displays the content, services, products or hyperlinks of other companies or persons. Notwithstanding the presentation of any third party information on the Site, no such presentation shall be considered an endorsement, representation or warranty, either express or implied, by Delos on behalf of or any third party. In addition, Delos does not endorse, warrant or otherwise guarantee the substance of any information posted by users or third parties on the Site. Delos shall have no liability or responsibility whatsoever for the content, subject matter or substance of any information accessed or obtained from third party Site accessed from the Site. We encourage you to review the applicable terms of use and privacy policy of such third party Site.

(c) 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.

(d) DISCLAIMER OF WARRANTIES. THE SITE AND ALL CONTENT MADE AVAILABLE ON OR PROVIDED THROUGH THE SITE ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. 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 THIS SITE. DELOS AND ITS AFFILIATES ALSO MAINTAIN DISTRIBUTION AND OTHER CONTRACTUAL ARRANGEMENTS WITH THIRD-PARTY PROVIDERS OF SUCH PRODUCTS AND SERVICES. THEREFORE, DELOSMAY BENEFIT COMMERCIALLY FROM THE SALE OR PROVISION OF THESE PRODUCTS AND SERVICES.IN ADDITION, WHILE THE SITE AND ALL CONTENT MADE AVAILABLE ON OR PROVIDED THROUGH THE SITE ARE INTENDED TO EDUCATE AND ASSIST WEBSITE VISITORS AND INDIVIDUAL CONSUMERS ALIKE IN THEIR EFFORTS TO CREATE WELLNESS LIVING SPACES, 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 SITES CONSTITUTE THE PRACTICE OF MEDICINE OR THE PROVISION OF ANY PROFESSIONAL HEALTHCARE SERVICES, DIAGNOSIS OR TREATMENT, AND NOTHING DISPLAYED ON THE SITES 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 THIS SITE, INCLUDING BUT NOT LIMITED TO AROMATHERAPY DIFFUSERS, 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 THESE SITES.

AS PART OF THE STAY WELL™ MEETINGS PROGRAM, PARTICIPANTS MAY BE INVITED TO ENGAGE IN LIGHT STRETCHING OR OTHER LIGHT PHYSICAL ACTIVITY AS PART OF A WELLNESS MOMENT. DELOS IS NOT ENGAGED IN RENDERED MEDICAL SERVICES AND ANY CONTENT PROVIDED IS NOT A DIAGNOSIS, TREATMENT PLAN OR RECOMMENDATION FOR A PARTICULAR COURSE OF ACTION REGARDING YOUR HEALTH. NOT ALL EXERCISES ARE SUITABLE FOR EVERYONE. IF AT ANY POINT YOU BEGIN TO FEEL FAINT, DIZZY OR HAVE PHYSICAL DISCOMFORT, YOU SHOULD STOP IMMEDIATELY. YOU ARE RESPONSIBLE FOR EXERCISING WITHIN YOUR LIMITS AND SEEKING MEDICAL ADVICE AND ATTENTION AS APPROPRIATE. DELOS, ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES AND AGENTS ARE NOT RESPONSIBLE FOR ANY INJURIES THAT RESULT FROM PARTICIPATING IN THESE PROGRAMS AND WILL BE HELD HARMLESS FROM ANY AND ALL LOSSES, LIABILITIES, INJURIES OR DAMAGES RESULTING FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS, PROCEEDINGS OR DEMANDS ARISING FROM OR RELATED TO PARTICIPATING IN THE STAY WELL MEETINGS PROGRAM AND WELLNESS MOMENTS.

(e) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DELOS OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON DUE TO YOUR USE OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND(INCLUDING LOST PROFITS, LOSS OF GOODWILL, PERSONAL OR PROPERTY DAMAGE), WHETHER OR NOT DELOS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  1. 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 of Use; 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.
  2. General. These Terms of Use are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms of Use shall lie exclusively with the state and federal courts located within the State of New York. These Terms of Use constitute the entire agreement between you and Delos regarding the use of the Site. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. You and Delos agree that these Terms of Use 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 of Use, and that all modifications to these Terms of Use 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 of Use and you do not have any authority of any kind to bind Delos in any respect whatsoever. If any provision of these Terms of Use 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 of Use, which shall remain in full force and effect. The failure of Delos to enforce any term or condition of these Terms of Use shall not be deemed a waiver thereof and shall not prevent its later enforcement. These Terms of Use, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Delos’ prior written consent. You may not assign, delegate or transfer these Terms of Use 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 of Use and our rights and obligations without consent. These Terms of Use are binding upon any permitted assignee.

Last Updated:  April 18, 2019