This End User License Agreement (”EULA”) is a binding agreement between you (”End User” or “you”) and Orpheus Mind Technologies Limited (”Orpheus”, “we”, “us” or “our”). This EULA governs your use of the Orpheus Mobile Application (including all related documentation) (the “App”) and/or the self-help and hypnotherapeutic audio tracks (the “Tracks”) made accessible by us via the App or our website at www.orpheusmindtechnologies.com (the “Website”). The App and the Tracks are licensed, not sold, to you.
By clicking the “agree” button, you (a) acknowledge that you have read and understand this EULA; (b) represent that you (i) are 18 years of age or older; or (ii) are under 18 years of and have received your parent’s or legal guardian’s permission to use the App; and (c) accept this EULA and agree that you are legally bound by its terms. If you do not agree to these terms, do not use the App or the Tracks and delete them from your device.
1. LICENCE GRANT
Subject to the terms of this EULA, we grant you a limited, non-exclusive, and non-transferable license (“Licence”) to:
1.1 download, install, and use the App for your personal, non-commercial use on your mobile, tablet device, or computer owned or otherwise controlled by you (“Device”); and
1.2 access, stream, download, and use the Tracks which are accessible through the App or our Website on such Device, in each case strictly in accordance with this EULA. Please note that you may only use the App on one Device at a time and once you access the App on one Device you will automatically be logged out of the App on other Devices.
2. PAYMENT AND RENEWAL TERM
2.1 The Licence to use the App will commence once you have downloaded the App for free onto your Device.
2.2 The Licence to use the Tracks will commence once you have paid the appropriate fee (“Fee”) via one of the payment methods referred to in this clause 2 and have entered into a subscription with us for access to the Tracks (“Subscription”).
2.3 Pursuant to clause 2.2, you must provide us with your payment details and also specify the duration of your Subscription to the Tracks (“Subscription Period”).
2.4 Your Subscription will automatically renew at the end of each Subscription Period for successive periods of the same length of time as the Subscription Period, unless otherwise terminated by you in accordance with clause 11 of this EULA. For instance, if you take out a three month Subscription on 1 January, this will automatically renew on 1 April until 1 July.
2.5 You may pay the Fee using the following methods:
2.5.1 All major credit and debit cards;
2.5.2 Digital voucher (“Voucher”).
2.6 All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via:
2.6.1 Verified by Visa;
2.6.2 Mastercard®SecureCodeTM; or
2.6.3 American Express SafeKey.
2.7 The Fee:
2.7.1 is in pounds sterling (£)(GBP); and
2.7.2 includes VAT at the applicable rate.
2.8 If you wish to pay using the Voucher, you will be required to enter the Voucher reference number into the ‘Voucher’ section on the payment page and pay any remaining balance due using one of the alternative payment methods described above (if relevant).
2.9 The Voucher is valid for a period of 12 months from the date of activation, after which any remaining balance will be removed and the Voucher will become invalid and no longer available for use.
2.10 If you have paid the Fee using the Voucher, your Subscription will grant you access to the Tracks for a certain length of time which will be determined by the value of the Voucher. After this period, your Subscription will automatically be cancelled and you will no longer have access to the Tracks unless you pay for further access using one of the methods above.
3. CONSUMER RIGHT TO CANCEL
3.1 If you change your mind about a Subscription, you may be able to cancel your order and request a refund, however, your right to do so will depend on whether you have begun downloading or streaming the Track(s).
3.2 You may cancel a Subscription and request a refund within 14 days from the date of the order provided that you have not started downloading or streaming the Tracks. To cancel your order please contact us via your Subscription email address at firstname.lastname@example.org with the subject heading “Orpheus App Subscription Refund Request”, providing details of the reasons for refund.
3.3 If you wish to start downloading or streaming the Track(s):
3.3.1 you will have no right to cancel your Subscription once the downloading or streaming of the Track(s) has started; and
3.3.2 you consent to immediate entry into the Subscription when clicking on the ‘pay now’ button and acknowledge that you will lose the right of cancellation of your Subscription for the first Subscription Period once the download or streaming of the Track(s) has begun.
4. USE OF THE APP
4.1 You use the App at your own discretion and you accept full and sole liability for its use.
4.2 The App and its contents should not be regarded as a substitute for any advice, diagnosis, recommendations, treatments or decisions from licenced medical practitioners.
4.3 Further to clause 4.2, if any of the following applies:
4.3.1 you have a mental illness such as (but not limited to) schizophrenia, bipolar disorder or epilepsy, or if you are receiving psychological treatment for a problem; and/or
4.3.2 you suffer from any form of physical pain,
you should always seek professional medical advice.
4.4 With regard to the App’s weight loss tracks, no claim is made with regard to the results you may reasonably be able to expect, nor is any warranty implied by us in respect of the same .
5. LICENCE RESTRICTIONS
5.1 Following payment of the Fee, you will be granted the Licence for the Subscription Period. Upon entering into the Licence, you shall not:
5.1.1 copy or reproduce the App or the Tracks or any part of them;
5.1.2 modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App or the Tracks;
5.1.3 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or the Tracks or any part thereof;
5.1.4 remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App or the Tracks, including any copy thereof;
5.1.5 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App or the Tracks, or any features or functionality of the App or the Tracks, to any third party for any reason, including by making the App or the Tracks available on a network where it is capable of being accessed by more than one device at any time; or
5.1.6 remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App or the Tracks.
5.2 We grant you the Licence personally and therefore you may not transfer the Licence to someone else, whether for money, for anything else, or for free. If you sell the Device on which the App is installed and/or any Tracks are stored, you must remove the App from it.
6. COLLECTION AND USE OF YOUR INFORMATION
7. OPERATING SYSTEM REQUIREMENTS
7.1 The App requires your Device to have the following requirements:
7.1.1 one of the following mobile device browsers: iOS Safari 11+, Android Browser 4.4+; or Chrome for Android 78+;
7.1.2 an internet connection; and
7.1.3 sufficient memory on the Device to enable the download of Tracks for offline use, if desired.
7.2 Your ability to use the App and/or the Tracks may be affected if your Device or computer does not meet the requirements set out in clause 7.1.
8. INTELLECTUAL PROPERTY RIGHTS
The following definition applies to this clause:
“Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:
a) whether registered or not;
b) including any applications to protect or register such rights;
c) including all renewals and extensions of such rights or applications;
d) whether vested, contingent or future; and
e) wherever existing.
8.1 Nothing in this EULA or as a result of your downloading of the App and access to the Tracks, shall result in you acquiring in any way any title, rights of ownership of any Intellectual Property Rights of whatever nature belonging to us relating to the App or the Tracks.
8.2 You acknowledge and confirm that ownership of all Intellectual Property Rights in the App and Tracks vests in and under our control and that without our express written permission, no licences or rights are granted to you in respect of such rights other than as expressly set out in this EULA.
9. GEOGRAPHIC RESTRICTIONS
We are based in the United Kingdom and the App is provided for access and use only by persons located in countries where English is the official designated first language in accordance with that Countries local laws (“the Territories”). You acknowledge that you may not be able to access the App and the Tracks outside of the Territories and that access thereto may not be legal by certain persons or in certain countries. If you access the App from outside the Territories, you are responsible for compliance with local laws.
10.1 We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
10.1.1 the App will automatically download and install all available Updates; or
10.1.2 you may receive notice of or be prompted to download and install available Updates.
10.2 You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate, and we shall have no liability to you, should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms contained within this EULA.
11. THIRD-PARTY MATERIALS
The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. TERM AND TERMINATION
12.1 The Licence to use the Tracks commences when you pay the Fee and will continue in effect until terminated by you or us as set forth in this clause 12.
12.2 If you wish to cancel or terminate your Subscription to avoid automatic renewal of the Licence, you can do so via the App whilst connected to the internet. Any cancellations will activate once the request has been received by our servers, at which time your Subscription will cease at on the end of the paid-up Subscription Period.
12.3 Should you violate any of the terms and conditions of this EULA, this EULA will terminate immediately and automatically without any notice.
12.4 Upon termination pursuant to clauses 12.2 and 12.3, all rights granted to you under this EULA will also terminate.
12.5 Termination will not limit any of our rights or remedies at law or in equity.
13.1 We will provide you with content that complies with your legal rights under the Consumer Rights Act 2015, namely, that any content you receive from us:
13.1.1 is of satisfactory quality;
13.1.2 is fit for purpose; and
13.1.3 matches its description.
13.2 On this basis, in respect of the App and the Tracks:
13.2.1 we will use all reasonable efforts to ensure that they are free from defects, viruses and other malicious content;
13.2.2 we do not promise that they are compatible with any third party software or equipment except where we have said that it is in this EULA or on our Website; and
13.2.3 you acknowledge that there may be minor errors or bugs in them.
14.1 You have certain legal rights under the Consumer Rights Act 2015. Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
14.2 If you consider the App and/or the Tracks to be faulty, please contact us using the contact details contained within the App and we will look into this for you. Depending on the nature of the fault, we may undertake the following:
14.2.1 repair the App and/or the Tracks;
14.2.2 give you a Fee reduction to start in your next Subscription Period; or
14.2.3 provide you with a refund.
14.3 To avoid faults in the App and/or the Tracks you must:
14.3.1 install any fixes, updates, and new versions of the App as soon as reasonably possible after we tell you that they are available to be downloaded; and
14.3.2 use the App only on suitable third party software and equipment.
15. LIMITATION OF LIABILITY
15.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for:
15.1.1 losses that:
a) were not foreseeable to you and us when this EULA was entered into; or
b) that were not caused by any breach on our part;
15.1.2 business losses; and
15.1.3 losses to non-consumers.
You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, arising from or relating to your misuse of the App or your breach of this EULA.
17. CHANGES TO THESE TERMS
17.1 We may need to change these terms to reflect changes in law, best practice, to deal with additional features which we introduce or to reflect changes in how we operate the App following customer feedback.
17.2 We will give you at least 30 days notice of any change notifying you of a change when you next start the App.
17.3 If you do not accept the notified changes you will not be permitted to continue to use the App.
If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.
19. GOVERNING LAW
This EULA and any dispute or claim arising out of, or in connection with, it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.
20. ENTIRE EULA
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and any applicable purchase or other terms, the terms of this EULA shall govern.