These Terms of Use (the “Terms”) are entered into between you (“you,” or “User”) and Lyra ETK, Inc. (“Lyra ETK,” “Company,” “we,” “us,” and “our”).  These Terms govern your access to and use of the Company website and services located at https://eshop-us.lyraetk.com and any other websites or mobile applications directly owned by, or operated on behalf of, the Company where these Terms are linked (collectively, the “Service(s)”), including any content or functionality offered on or through the Service.

By accessing, browsing, submitting information to and/or using the Service, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.  If you do not agree to these Terms, please do not use the Service.

NOTICE OF BINDING ARBITRATION AND WAIVER OF CLASS ACTION: THESE TERMS INCLUDE A MANDATORY BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, WHICH LIMIT YOUR RIGHTS IN THE EVENT OF A DISPUTE RELATED TO THE SERVICE.  PLEASE REFER TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SECTION BELOW FOR MORE INFORMATION.

1.     PURPOSE OF THE SERVICES

The Service is provided for informational purposes, enabling communication between you and the Company, and the marketing and sale of our products and services. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our products and services. The Service is intended exclusively for dental professionals and is not designed for use by the general public.

We do not warrant the accuracy, completeness, or usefulness of any information on the Service at any particular time.  Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Service, or by anyone who may be informed of any of its contents.

2.     ADDITIONAL TERMS

Please note that certain products, services, programs and transactions offered on or through the Service may be governed by additional or separate terms and conditions made available to you by Lyra ETK, from time to time, including but not limited to: the Lyra ETK Terms and Conditions of Sales .  It is your responsibility to comply with those terms and conditions, as well as all laws and regulations that apply to your use of our products or services.  In the event of any conflict between these Terms and any other terms and conditions made available by Lyra ETK, such other terms and conditions will govern solely with respect to those products, services, programs, and transactions, as may be further explained in such terms and conditions.  

Any information you provide or that is collected by the Company through the Service shall be handled in accordance with our Privacy Policy , which is hereby incorporated by reference.

3.     USE OF THE SERVICES

The Company grants you a non-exclusive right to access and use the Service and the data, material, content or information herein (collectively, the “Content”) solely for your personal use. You agree to use the Service only for lawful purposes and to comply with all applicable laws and regulations.

4.     USER ACCOUNT RESPONSIBILITY

If you are given, or if you create, an account (including any password) to access the Service, you are responsible for maintaining the confidentiality and security of your account, including all of your passwords.  When creating an account, you agree to provide us with accurate and complete information and detail, as required, and to keep it up to date.  You are responsible for all activities that occur under your account and you agree to notify the Company immediately of any unauthorized use of your account.  The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

5.     PROHIBITED USES

You agree that you will not:

·      Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use and enjoyment of them;

·      Attempt to gain unauthorized access to any Service account, computer systems or networks associated with the Company or the Service;

·      Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service, or any part thereof;

·      Obtain or attempt to obtain any materials or information through the Service by any means not intentionally made available or provided by the Company;

·      Use any robot, spider, or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;

·      Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;

·      Attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or

·      Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

 

6.     TEXTING AND PHONE CALLS 

You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls from the Company, its affiliates and related entities as well as third parties.  Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about services or products you may have requested.  In providing your mobile device number or cell phone number to the Company, you knowingly consent to such communications from or on behalf of the Company or for the Company to use your cell phone number or mobile device number in accordance with the Company’s Privacy Policy. In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to the Company, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions provided in our communications to you.

Not all mobile devices or handsets may be supported by this service. The Company and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from the Company.

7.     THIRD-PARTY WEBSITES

The Service may contain links to websites and platforms controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site.  The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites.  You are solely responsible for any dealings with third parties who support the Company or are identified in the Service, including any delivery of and payment for goods and services.

8.     THIRD-PARTY APPLICATIONS

You acknowledge that your access and use of any third-party applications or software on our Service and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications.  The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

9.     INTELLECTUAL PROPERTY NOTICES

The Service and Content are protected by copyrights, trademarks, or are subject to other proprietary rights.  Accordingly, you are not permitted to use the Service or Content in any manner, except as expressly permitted by the Company in these Terms. The Service and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or applicable owner.

Copyright. You should assume that everything you see or read on the Service is copyrighted unless otherwise noted and may not be used without the written permission of the Company. The Company neither warrants nor represents that your use of materials displayed on the Service will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Service is either property of, or used with permission by, the Company. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Service. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Trademark. Nothing contained on the Service should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Service without the written permission of the Company or such third party that may own a trademark displayed on the Service. Your misuse of the Company’s trademark(s) displayed on the Company’s Service, or any other Content on the Service, except as provided herein, is strictly prohibited.

Your Content.  Any Content you create or own or to which you have a license and use on the Service is Your Content. In sharing Your Content on the Service, you warrant and represent you have the legal right to use Your Content and grant the Company an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Service services as described in these Terms and in any posted policies on the Service. The Service services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Company systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share. 

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Service. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate.  You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. 

Questions regarding the use of any intellectual property provided on the Service should be directed to orders@lyraetk.com.

10.  LOCATION OF SERVICES

We make no claims that the Service or any of its contents are accessible or appropriate in every jurisdiction. Access to the Service may not be legal by certain persons or in certain countries.

11.  DISCLAIMER

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE SERVICE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE SERVICE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICE OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE SERVICE OR THE CONTENT IS TO CEASE YOUR USE OF THE SERVICE AND/OR THE CONTENT.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

12.  NOT PROFESSIONAL ADVICE; HEALTH CARE INFORMATION

The Service, including its Content, does not constitute medical, legal, or any other type of professional advice. Please consult with your physician or other healthcare professional for medical advice. The accuracy, completeness, adequacy or currency of the Service or the Content is not warranted or guaranteed. Your use of the Content, the Service, or materials linked from the Service is at your own risk.

Every effort has been made to present health care information on the Service in a clear and objective manner. Information related to various health, medical, and fitness conditions and their treatment is not meant to be a substitute for the advice provided by a physician or other medical professional. You should not use the information contained herein for diagnosing a health or fitness problem or disease. Please consult your healthcare professional for information on the courses of treatment, if any, which may be appropriate for you.

13.  LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE SERVICE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE SERVICE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE SERVICE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

SOME  STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW.  YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR IF NO PAYMENT IS MADE BY YOU TO COMPANY, ONE HUNDRED DOLLARS ($100.00).

14.  MOBILE APPLICATION

If you are using an iOS or Google Android version of one of our mobile applications (“App”), this section also applies to you. Apple and Google are not parties to these Terms. They

·      do not own and are not responsible for the App;

·      do not provide any warranty for the App; and

·      are not responsible for maintenance or other support services for the App and are not be responsible for any claims, losses, liabilities, damages, costs, or expenses with respect to the App, including, without limitation, any third-party claims (including intellectual property claims), product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirements, claims arising under consumer protection, privacy or similar legislation, or claims relating to intellectual property infringement.

We grant you a nonexclusive, non-transferable, limited, and revocable-at-any-time license to access and use the App in accordance with the Apple Media Terms of Service, Google Play Terms of Service, and other applicable terms—as updated from time to time. Apple, Google, and their subsidiaries are third party beneficiaries of these Terms. They may have the right to enforce the Terms against you. We may enter into, rescind, or terminate these Terms, vary them, waive them, or settle under these Terms without the consent of any third party. You are responsible for complying with applicable third-party agreements. You are responsible for checking with your mobile carrier to determine if the App is available for your mobile devices, what restrictions may be applicable to your use of the App, and how much such use will cost you. You shall use the App in accordance with these Terms. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You may direct any questions, concerns, or complaints about the App to Company by using the contact information below.

15.  INDEMNITY

You agree to defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, and/or agents (collectively, “Company Indemnitees”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) that may be incurred by any of the Company Indemnitees arising out of or relating to Your Content, your violation of these Terms, your violation of any applicable laws, rules or regulations in connection with the Service, or from any other misuse of the Service.  You agree that in the event any claim, allegation, suit or similar proceeding is commenced by a third party against any of the Company Indemnitees, that you will pay for the defense thereof, including reasonable attorneys’ fees and costs. Notwithstanding any of the foregoing, Company reserves the right to assume the exclusive defense and control of any proceeding that relates to the Company, the Service, or any aspects thereof, whether or not subject to indemnification hereunder, and in such case you will cooperate fully with Company in our defense thereof.

16.  TERMINATION AND RESTRICTION OF ACCESS

In its sole discretion, the Company may terminate or suspend your access to the Service for breach of these Terms or for any reason whatsoever, with or without notice. The Company shall not be liable for any losses or damages arising from any such termination of service.

17.  ARBITRATION AGREEMENT

A. Mandatory Arbitration.  YOU AND LYRA ETK AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (each, a “Dispute”) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”).  You and Lyra ETK waive the right to a trial by jury and any right to have a Dispute heard in court.

In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator's decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator's award may be entered in any court having jurisdiction thereof. A single arbitrator with the American Arbitration Association ("AAA") will conduct the arbitration, and the award may not exceed the relief allowed by applicable law. The arbitration will be conducted in the county of your residence or another mutually agreed location. The AAA's Consumer Arbitration Rules will apply. If AAA will not apply those rules, then AAA's Commercial Arbitration Rules will apply. The AAA's rules and a form that can be used to initiate arbitration proceedings are available at http://www.adr.org. You and Lyra ETK agree that if for any reason AAA will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of AAA as a forum is not integral to the Arbitration Agreement.

The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and these Terms, except that a court will resolve any question regarding the validity or enforceability of the class action waiver set forth in Section B of this Arbitration Agreement. The term "Dispute" and the requirement to arbitrate will be broadly interpreted.

B. Arbitration Class Action Waiver.  You and Lyra ETK agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, consolidated, or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this Section B invalid or unenforceable, then Sections A and C of this Arbitration Agreement will be null and void.

C.  Fees and Costs in Arbitration.  Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. 

D.  Non-Arbitration Class Action and Jury Waiver.  You and Lyra ETK agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and Lyra ETK waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor Lyra ETK may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.

E.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU ACCEPT THESE TERMS, OR (2) THE DATE YOU FIRST AGREED OR ASSENTED TO AN AGREEMENT WITH LYRA ETK THAT CONTAINED AN ARBITRATION PROVISION.  The opt-out notice must be emailed no later than the applicable deadline and delivered to: orders@lyraetk.com. The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number and email address. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.

18.  LIMITATION ON TIME TO FILE CLAIMS 

Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

19.  GOVERNING LAW & JURISDICTION

These Terms are governed in accordance with the US Federal Arbitration Act and by the laws of the State of Delaware, without regard to its conflicts of law principles.  You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts in New Castle County, Delaware in all disputes arising out of or relating to the use of the Service. The parties have required that this agreement and all documents related to this agreement be drawn up in English.  As to any ambiguities resulting from translation from English to any other language, provisions in the English language shall be controlling in all respects. 

20.  CHANGES TO THESE TERMS OF USE

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Service after any such change is communicated shall constitute your consent to such change(s).

21.  GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Service.  You may not assign these Terms without the prior written consent of the Company in all instances.  The Company may assign these Terms, in whole or in part, at any time.  The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by the Company with respect to such use. 

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect. 

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices 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. 

22.  COMPANY CONTACT INFORMATION

Questions can be directed to the Company at: orders@lyraetk.com.