Terms & Conditions
Terms of Service
Effective date: October 1, 2009
Welcome to the AURIA LLC (the Company) website, located at www.auria.com (the Website). This Terms of Service (TOS) contain the terms and conditions that govern your use of the Website and your submission of original content to AURIA LLC for use in AURIA's products as given in the separate Creative Partner Agreement. The TOS describes your rights and responsibilities. Use of the auria.com website constitutes your acceptance of and agreement to the TOS. If you do not agree with these Terms of Service, do not use the site.
AURIA LLC reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS at any time and in its sole discretion, by posting a change notice or a new agreement on the AURIA LLC website. In the event of substantive changes to the TOS, you may be notifies by email. If any modification is unacceptable to you, your only recourse is to not use the Website and/or terminate your Creative Partner Agreement with AURIA, if applicable.
1. AURIA LLC (the Company) AURIA LLC designs, manufactures and markets a variety of products for sale. Such products are available for sale through AURIA's website, various retailers (some with physical locations and some internet retailers who may or may not have physical locations). In general, AURIA's products relate to music players and music-enabled mobile phones, but may also apply to many types of computing devices, DVD players, automotive entertainment systems and various electronic devices and toys.
Any person who desires to provide Content to the Company for compensation must use the Company's website as well as enter into a Creative Partner Agreement with the Company.
The Company may choose to add any products or services for sale at any time at its sole and exclusive discretion.
2. Use of the Website Creative Partners
2.1 Eligibility. AURIA LLC will only knowingly enter into a Creative Partnership Agreement with persons that can lawfully enter into contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may enter into a Creative Partner Agreement only under the supervision of a parent or legal guardian who agrees to be bound by this TOS. The Website and Creative Partner Agreement are not intended for use by children under the age of 13.
2.2 Compliance with TOS and applicable law. You must comply with the terms of and conditions of this TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Website and Creative Partner Agreement.
2.3 Your license to use the Website. AURIA LLC solely and exclusively owns all intellectual property and other rights, interests in the Website and the Creative Partner Agreement except are expressed defined in the TOS. For example, AURIA has trademarked: AURIA (specific logo), auria.com, PURE (specific logo), Provoke (specific logo) and Zeal (specific logo). You will not acquire any rights, title or interest therein under the TOS or otherwise any intellectual property owned or applied for by AURIA LLC.
2.4 AURIA LLC grants you a limited, revocable license to access the Website and use the Creative Partner portion of the Website (applicable only for authorized Creative Partners), for its intended purpose, subject to your compliance with this TOS. This license does not include the right to collect or use information contained on the Website for purposes prohibited by AURIA LLC, to compete with AURIA LLC, to create derivative works based on the content of the Website, or download or copy the Website. If you use the Website in a manner that exceeds the scope of this license or you breach the TOS, AURIA LLC may revoke this license granted to you.
3. Use of Third-party Services
AURIA LLC may use third-parties to provide certain services accessible through the Website. AURIA LLC does not control those third parties or their services and you agree that AURIA LLC will not be liable to you in any way for your use of such services. These third-parties have their terms of service or terms or other agreements or policies. You must comply with such terms and policies as well as this TOS when you use those services. If any such terms or policies conflict with AURIA LLC's TOS, agreements or policies, you must comply with AURIA LLC's TOS, agreements or policies, as applicable.
4. Prohibited uses and Privacy
4.1 Prohibited use. You must not cause harm to the Website or to AURIA LLC. Specifically, but not limited to: interfering with the use or operation of the Website by using viruses or other software designed to disrupt or disable AURIA LLC's or our customer's software or hardware, modify, create derivative works from , reverse engineer, decompile or disassemble any technology used to enable the operation of the Website, use a robot, spider or other device to process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet search engine, hit counters, or similar technology, collect electronic email addresses or other information from third-parties by using the Website or third-party services offered on the Website, impersonate another person or corporate entity, use any meta tags, search terms, key terms of the like that contain the AURIA LLC or auria.com name or trademarks, engage in any activity that interferes with another user's ability to use or enjoy the Website or products, assist or encourage any third-party to engage in activities prohibited by this TOS.
5. General licensing rules for Creative Partners
5.1 Uploading creative content. Authorized Creative Partners are permitted to upload artwork and/or images (Content) for consideration to be included in AURIA LLC's products as defined within the Creative Partner Agreement and subject to the rules and instructions in the Website and in accordance with the Content Usage Policy.
5.2 Evaluation of Content. AURIA LLC, at its sole and exclusive discretion, may determine whether the Content complies with the provisions of Section 5.1.
5.3 Licensing your Content to AURIA LLC. You will retain ownership of the Content that is uploaded to the Website.
You hereby grant AURIA LLC a royalty-based, worldwide, transferable, non-exclusive right and license to use such Content in AURIA LLC's products if accepted by AURIA LLC in all media existing now or created in the future. The royalty provisions are defined specifically within the Creative Partner Agreement. AURIA LLC may sublicense the rights that you grant in this Section to a third-party subcontractor or supplier only for the purposes of manufacturing, distributing or selling of AURIA LLC's products.
6. Reservation of Rights.
6.1 Monitoring of Website. AURIA LLC reserves the right, but does not assume the obligation for all transactions and communications that occur through the Website. If AURIA LLC determines, in its sole and exclusive discretion that you breach a term or condition of this TOS or that any of your transactions, communications or content sent to the Website are inappropriate, AURIA LLC may cancel such transactions or communications, remove content or take other actions to restrict your access to or availability to material that may be considered to be inappropriate, without liability to any third-party.
6.2 Modification of Website. AURIA LLC reserves the right to modify, restructure or otherwise change the look and feel of the Website as it deems appropriate, in its sole and exclusive discretion without and liability to you or any third-party. AURIA LLC shall have complete, exclusive control over the Website structure, terms and conditions, pricing and other features that may affect Website users.
7. Submissions. Any suggestions, comments, ideas or other material submitted via Website forms, Website contest entries, communications or other information you transmit or send to AURIA LLC (i.e. Submissions) shall become granted to AURIA LLC to use in marketing, product development, website development or other purposes, including the right to sublicense. You agree that AURIA LLC has no obligation to keep such Submissions confidential and that you will not bring any claim against AURIA LLC based on the content in these Submissions or on moral rights or the likes arising from AURIA LLC's use of such Submissions.
8. Representations and Warranties
8.1 Mutual representations. You represent and warrant to AURIA LLC and AURIA LLC represents and warrants to
you that: a. you or it has the full power and authority to enter into and perform under this TOS, b. the execution and performance of your and its obligations under this TOS does not constitute a breach of or conflict with any other agreement by you or it is bound, and c. this TOS is a legal, valid and binding obligation of the party entering into this TOS, enforceable according to its terms and conditions.
8.2 By you alone. You represent and warrant to AURIA LLC that, in your use of the Website, you: a. will not infringe the copyright, trademark, patent, trade secret, right of privacy or other legal right of any third party and b. will comply with all applicable laws, rules and regulations. You further represent and warrant to AURIA LLC that : i. there are no claims, demands or any form of litigation pending to the best of your knowledge, threatened with respect to any of your Content, ii. AURIA LLC will not be required to make any payments to any third party in connection with its use of your Content, except for normal administrative expenses that AURIA LLC would incur in preparing such Content for use in its products, iii. the use of instructions, formulas, recommendations or the like contained in your Content will not cause injury to any third party and iv. your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
9. Disclaimers and Exclusions. DISCLAIMER OF WARRANTIES, AURIA LLC PROVIDES THE WEBSITE AND THE CREATIVE PARTNER BUSINESS OPPORTUNITY AS GIVEN IN THE CREATIVE PARTNER AGREEMENT AS IS AND AS AVAILABLE. AURIA LLC DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE CREATIVE PARTNER AGREEMENT: A. WILL BE INTERRUPTED, B. WILL BE FREE OF INACCURACIES OR ERRORS, C. WILL MEET YOUR REQUIREMENTS, OR D. WILL OPERATE IN THE CONFIGURATION OF THE HARDWARE OR SOFTWARE YOU USE. AURIA LLC MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY MADE IN THIS TOS AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTIBILITY AND NON-INFRINGEMENT.
10. Limitation of Liability. AURIA LLC WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR GOODWILL) ARISING OUT, RELATING TO OR CONNECTED WITH THE USE OF THE WEBSITE OR THE CREATIVE PARTNER AGREEMENT, OR THIS TOS, BASED UPON ANY CAUSE OF ACTION EVEN IF ADVISED OF THE POSSIBILITY OR SUCH DAMAGES, EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR IDEMNITY OBLIGATIONS UNDER THIS TOS. IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED THE GREATER OF: THE AMOUNT PAID BY AURIA LLC TO YOU IN THE PREVIOUS NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH A LIABILITY OR $100.00.
11.1 Termination. In its sole and exclusive discretion, with or without notice to you, AURIA LLC may: a. suspend, limit or terminate your use of the Website and/or your rights as a Creative Partner, following the provisions in the Creative Partner Agreement, as applicable, b. remove any of your Content from the Website or AURIA LLC's products, and c. prohibit you from being a Creative Partner or using the Website.
11.2 Survival. Notwithstanding Section 11.1, this TOS will survive indefinitely unless or until AURIA LLC chooses to terminate the TOS.
11.3 Effect of Termination. If you or AURIA LLC terminates your use of the Website or the Creative Partner Agreement, AURIA LLC may delete any Content or other materials relating to your use of the Creative Partner Agreement on AURIA LLC's servers, third party contracted servers and AURIA LLC shall have no liabilities to you or any third party for doing so.
12. Notice. All notice required under these TOS will be in writing and delivered to the following methods: a. U.S. mail, b. overnight carrier or c. electronic mail. If you give notice to AURIA LLC, you must use the address: 5 Great Valley Parkway, Suite 310, Malvern, PA 19355. If AURIA LLC provides you notice, AURIA LLC will use the information provided by you to AURIA LLC. All notices will be deemed received: a. if by delivery of U.S. mail, seven (7) business days after dispatch, if by overnight carrier, on the date that receipt is confirmed by such carrier, if by electronic mail, 24 hours after the message was sent unless some notice of non-delivery was received. If applicable law requires that a given communication must be in writing, you agree that email communication will satisfy this requirement.
13. Dispute resolution. All disputes arising out of, or relating to or connected with these TOS or your use of any part of the Creative Partner Agreement will be exclusively resolved under the confidential binding arbitration held in Philadelphia, PA before and in accordance with the Rules of the American Arbitration Association, but a sole arbitrator applying Pennsylvania law (without regard to conflicts of law principles). The arbitrator's award will be brought in a federal or state court located Philadelphia, PA. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and State courts in Philadelphia, PA. Notwithstanding anything to the contrary in this Section 13, AURIA LLC may seek equitable relief, including without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.
14. Miscellaneous. These TOS will be binding upon each party and its successors and permitted assigns, and governed in accordance with the laws of the State of Pennsylvania without reference to conflict of law principles. This TOS is not assignable or transferable by you without the prior written consent of AURIA LLC. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding the subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. In your role as a Creative Partner, you agree to grant a non-exclusive license to AURIA LLC for Content according to the Creative Partnership Agreement and that no agency, partnership, joint venture or employee-employer relationship is intended or created by this TOS. The validity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.
15. Your account. If you use this site, you are responsible for the confidentiality of your account and password and for restricting access to your computer and you agree to accept responsibility for all activities that occur under your account or password. AURIA LLC does sell some products that could be used by children under the age of 18. AURIA LLC only sells these products to adults over the age of 18 or to those under the age of 18 under the direct supervision of a parent or guardian. AURIA LLC reserves the right to refuse service, terminate accounts, remove of edit content or cancel orders in their sole discretion.
16. Posted content. Users may choose to upload images or videos for presentation on the site. If you post such Content, you represent that such Content meets the criteria in Section 8.2 above and that you grant AURIA LLC a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the word in any media format. You further represent and warrant to AURIA LLC that you own or control all rights to the Content that you post, that the content is accurate, that the Content you supply does not violate this policy and will not cause injury to any person or entity and that you will indemnify AURIA LLC for all claims related to the Content that you post. AURIA LLC has the right to monitor and edit or remove any activity or content in its sole discretion. AURIA LLC takes no responsibility or assumes no liability for any Content posted by you or any third party.
17. Risk of Loss. All items ordered from AURIA LLC are made relative to a shipping contract. This means that the risk of loss and title for such items passes directly to you upon AURIA's delivery of the package to the carrier.
18. Pricing. The List Price displayed for products on our website represents the full retail price listed on the product itself. AURIA LLC does reserve the right to modify or change List Prices for any item at any time at its sole discretion.
19. Shipping. You agree to pay all shipping costs for each purchase. We will utilize Fed Ex, UPS, USPS or other shippers, depending on the location of the delivery address. Any shipping and/or delivery date estimates sent by AURIA LLC to you via email communications are based on the availability of the item you ordered plus the estimated delivery time.
20. Our address. AURIA LLC, 5 Great Valley Parkway, Suite 310, Malvern, PA 19355. http://www.auria.com.
21. Copyright infringement claims. If you believe that your work has been copied or in some manner constitutes copyright infringement, please provide AURIA LLC with written information as specified below: a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; b. a description of the copyrighted work that you claim has been infringed upon; c. a description of where on our site such material that you claim is infringing is located; d. your full name, contact telephone number, street address and email address; e. a written good-faith statement by you that the disputed use in not authorized in any manner by the copyright owner, its agent or the law; and f. a written statement by you, made under penalty of perjury, that the above information in your notice to AURIA LLC is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Such claims should be mailed to: AURIA LLC, Attn: Copyright Dept., 5 Great Valley Parkway, Suite 310, Malvern, PA 19355.
22. Return Policy. You may return unopened items sold and fulfilled by AURIA LLC within 30 days of delivery for a full refund, less the cost of return freight. If you received an item due to a fulfillment or shipping error, we will exchange that product for the correct item and pay for the additional shipping as long as it was purchased from our website and it is returned to us unopened and original packaging.
In all cases, you must first obtain a Return Authorization Number (RMA) from our Customer Service Department. Products returned without an RMA number will not be eligible for warranty coverage. Please contact 1-610-251-6848 and ask for Customer Service in order to receive your RMA number.
You should expect to receive your refund no later than 4 weeks after we receive the returned product. In most, cases, however, the refund should be processed more quickly.
No refunds will be given on items that have been opened or received after 30 days of delivery unless the product is defective.