Effective February 1, 2022

APHRODITTE'S TERMS OF SERVICE

This document and the other documents that we reference below make up our company’s rules, codes, guidelines for our customers, community members and global partners or what we officially call our Terms of Use (the “Terms” or “TOS” or “Agreement” or “Contract” alternatively). The Terms are a legally binding contract between you and you BHJC, LLC d/b/a Aphroditte. For your reference, we will refer to BHJC, LLC d/b/a Aphroditte and all of its subsidiaries collectively as “Aphroditte,” or “we” or “us.”

Please note that dispute provision of this TOS contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes with Aphroditte through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. This contract sets out your rights and responsibilities when you use the Aphroditte application and/or platform, our mobile apps, and the other Products and Services provided by Aphroditte (we’ll refer to all of these collectively as our “Products and Services”), so please read it carefully. By using any of our Products and Products and Services (even just browsing one of our website or using our application), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Products and Products and Services. Aphroditte’s Products and Services connect people around the world, both online and offline, through the purchase of proprietary accessories, Codittes, and obtaining membership to a community of individuals situated around the world seeking to make connections.

Our House Rules for Everyone. If you use any of our Products and Services, you agree to these Terms, our Privacy Policy, Community Guidelines, ADA Accessibility Statement, & End User License Agreement.

The above listed policies are a part of our Terms of Use, so be sure to read the ones that are relevant for you. Of course, you’ll still want to read the rest of this document because it applies to everyone!

YOUR PRIVACY

Our Privacy Policy details how your information is used when you use our Products and Services. By using our Products and Services, you're also agreeing that we can process your information in the ways set out in the Privacy Policy, so please read it here. Aphroditte processes members’ personal information (for example, buyer name, email address, and shipping address) and therefore is considered a data controller of members’ personal information under EU law. That means that Aphroditte is responsible for the personal information it processes in providing the Products and Services. If Aphroditte community member and/or brand ambassador are found to be joint data controllers of a community member’s personal information, and if Aphroditte is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of buyer personal information, you agree to indemnify Aphroditte for the expenses it occurs in connection with your dissemination of personal information. See Section 9 below for more information about your indemnification obligations to Aphroditte.

YOUR MEMBERSHIP ACCOUNT & PURCHASES

You’ll need to create an account with Aphroditte to use some of our Products and Services. Here are a few rules about accounts with Aphroditte:

• A. You must be 18 years or older to use our Products and Services. Minors under 18 and at least 13 years of age are only permitted to use our Products and Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use Aphroditte or the Products and Services. You are responsible for any and all account activity conducted by a minor on your account, and there may be commercial products or Products and Services available that you may want to consider to limit a minor's access to material online. Additionally, to become a member, you are required to purchase a band in our catalogue, along with one Kodite, which we coined as a fashion identifier unique to the member that is purchased from our catalogue of crafted designed Codittes and attached to the Aphroditte Band of your choice.
• B. Candor. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account. Also, being truthful and sharing yoru interests is what this experience is all about, forming and joining communities and accessorizing as part of the experience and identification with one another.
• C. Choose an appropriate name. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.
• D. You're responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.
• E. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.
• F. Relationship between Aphroditte and Member. These Terms don't create any agency, partnership, joint venture, employment, or franchisee relationship between you and Aphroditte.

CONTENT & COMMUNICATION

Any Content or Communication that you post or transmit using our Products and Products and Services is your content and communication (collectively, “Your Content”). Aphroditte does not make any claim to it, which includes anything you posting or communicating using our Products and Products and Services (e.g. profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).

• A. Responsibility for Your Content & Communications. You understand that you are solely responsible for Your Content & Communications. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it. Further your Communications confirm to our policies listed above and this TOU.
• B. Permission to Use Your Content. By posting Your Content & Communications through our Products and Products and Services, you grant Aphroditte a license to use it.
• C. Rights You Grant Aphroditte. By posting Your Content & Communications, you grant Aphroditte a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content & Communications. This allows us to provide the Products and Products and Services and to promote Aphroditte, your Aphroditte shop, or the Products and Products and Services in general, in any formats and through any channels, including across any Aphroditte Products and Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content & Communications. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content & Communications contains any personal information.
• D. Reporting Unauthorized Content. Aphroditte has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Products and Services. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive proper notice or terminating your account if you are found to be a repeat infringer. Aphroditte will notify you if this happens.
• E. Inappropriate, False, or Misleading Content. There are certain types of content we don’t want posted on Aphroditte’s platform and as part of our Products and Services. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms. You also agree not to post any content or make any communications that is false and misleading or uses the Products and Services in a manner that is fraudulent or deceptive.

 

Parameters of User Products and Services & Products

License to Use Our Products and Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products and Services—subject to the Terms and the following restrictions in particular:

A. Legal Compliance. You agree that you will not violate any laws in connection with your use of the Products and Services. This includes any local, state, federal, and international laws that may apply to you. This includes the purchase and delivery of your items, such as age verification upon delivery, where required by law. You may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Aphroditte, another Aphroditte user, or a third party.
• B. Pay Your Bills. You are responsible for paying all fees, including one-time membership fee and accessory fees that you owe to Aphroditte. Except as set forth below, you are also solely responsible for paying any applicable taxes for any purchases or sales you make through our Products and Services. In addition, Aphroditte will calculate, collect, and remit sales tax where applicable. Your fees, bills, taxes, and how you can pay them are fully explained in our Fees & Payments Policy.
• C. Theft of Source Code. You agree not to crawl, scrape, or spider any page of the Products and Services or to reverse engineer or attempt to obtain the source code of the Products and Services, website or apps owned in whole or part by Aphroditte.
• D. Service Interference. You agree not to interfere with or try to disrupt our Products and Services, for example by distributing a virus or other harmful computer code.
• E. Trademarks. The name "Aphroditte" and the other Aphroditte marks, phrases, logos, and designs that we use in connection with our Products and Services (the Aphroditte Trademarks), are trademarks, service marks, or trade dress of Aphroditte in the US and other countries.
• F. Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Products and Services. Any unsolicited ideas or other materials you submit to Aphroditte (not including Your Content or items you sell through our Products and Services) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
• G. Talk to Us Online. From time to time, Aphroditte will provide you with certain legal information in writing.

 

TERMINATION

Termination By You. You may terminate your account with Aphroditte at any time from your account settings. Terminating your account will not affect the availability of some of Your content & Communications, member profile and access to communities that through the Products and Services prior to termination. You will be required to pay Aphroditte the balance of your account upon termination, and also if you choose to reinstate your membership.

Termination By Aphroditte. We may terminate or suspend your account (and any accounts Aphroditte determines are related to your account) and your access to the Products and Services should we have reason to believe you, your content, or your use of the Products and Services violate our Terms. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Products and Services, our websites or mobile app. Generally, Aphroditte will notify you that your account has been terminated or suspended, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.

If you or Aphroditte terminate your account, you may lose any information associated with your account, including but not limited to your content, point accumulation and community access.

We May Discontinue the Products and Services Aphroditte reserves the right to change, suspend, or discontinue any of the Products and Services for you, any or all users, at any time, for any reason, including those laid out in Aphroditte’s policies under these Terms of Use. We will not be liable to you for the effect that any changes to the Products and Services may have on you.

Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

WARRANTIES AND LIMITATION OF LIABILITY

Items You Purchase. You understand that Aphroditte does not manufacture, store, or inspect any of the items sold through our Products and Services. We provide the virtual community platform and the physical jewelry and accessories; However, Aphroditte cannot and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You release Aphroditte from any claims related to items sold through our Products and Services, including for defective items or items that caused physical injury.

Content You Access. You may come across materials that you find offensive or inappropriate while using our Products and Services. We make no representations concerning any content posted by users through the Products and Services. Aphroditte is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Products and Services. You release us from all liability relating to any content or communications made by You.

People You Interact With. You can use the Products and Services to interact with other Aphroditte members, either online or in person. However, you understand that we do not screen users of our Products and Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.

Third-Party Products and Services. Our Products and Services may contain links to third-party websites or Products and Services that we don’t own or control (for example, links to Facebook, Google, Twitter, and Pinterest). You may also need to use a third party’s product or service in order to use some of our Products and Services (like a compatible mobile device to use our mobile apps). When you access these third-party Products and Services, you do so at your own risk. The third parties may require you to accept their own terms of use. Aphroditte is not a party to those agreements; they are solely between you and the third party.

Gift Cards and Promotions. You acknowledge that Aphroditte does not make any warranties with respect to your Gift Card or Point balance and is not responsible for any unauthorized access to, or alteration, theft, or destruction of a Gift Card or Gift Card code that results from any action by you or a third party. You also acknowledge that we may suspend or prohibit use of your Gift Card if your Gift Card or Gift Card code has been reported lost or stolen, or if we believe your Gift Card balance is being used suspiciously, fraudulently, or in an otherwise unauthorized manner. If your Gift Card code stops working, your only remedy is for us to issue you a replacement Gift Card code or restore your point balance. By participating in a special offer or promotion, you agree that you may not later claim that the rules of that special offer or promotion were ambiguous.

WARRANTIES. APHRODITTE IS DEDICATED TO MAKING OUR PRODUCTS AND PRODUCTS AND SERVICES THE BEST THEY CAN BE, BUT WE CANNOT GUARANTEE THEY WILL BE PERFECT. YOU UNDERSTAND THAT OUR PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT:

(I) THE PRODUCTS AND SERVICES WILL BE SECURE OR AVAILABLE AT ANY
• (II) PARTICULAR TIME
• (III) OR LOCATION;
• (IV) (ANY DEFECTS OR ERRORS WILL BE CORRECTED;
• (V) THE PRODUCTS AND SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS;
• (VI) THE RESULTS OF USING THE PRODUCTS AND SERVICES WILL MEET YOUR EXPECTATIONS.
• (VII) YOU USE THE PRODUCTS AND SERVICES SOLELY AT YOUR OWN RISK
• (VIII) SOME JURISDICTIONS
• (IX) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER APHRODITTE, NOR OUR EMPLOYEES OR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS AND SERVICES OR THESE TERMS. IN NO EVENT SHALL APHRODITTE’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED ($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID APHRODITTE IN THE PAST TWELVE MONTHS, WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

In the event Aphroditte gets sued because of something that the client, user or customer did, you agree to defend and indemnify Aphroditte for any reason arising out of the use of the Aphroditte platform or its accessories. That means you’ll defend Aphroditte (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees and litigation costs) that arise from your actions, your use (or misuse) of our Products and Services, your breach of the Terms of this Contract, or you or your account’s infringement of someone else’s rights.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

DISPUTES WITH OTHER USERS

If you find yourself in a dispute with another user of Aphroditte’s Products and Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.

Case System. Members who are unable to resolve a dispute related to a transaction on our websites or mobile apps may participate in our case system. Aphroditte will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. Aphroditte has no obligation to resolve any disputes amongst community members or clients.

Release of Aphroditte. You release Aphroditte from any claims, demands, and damages arising out of disputes with other clients, users or parties.

DISPUTES WITH APHRODITTE

If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Products and Services

• A. Governing Law. The Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
• B. Arbitration. You and Aphroditte agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the "AAA Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find the AAA Rules here), unless otherwise required by law. **Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. For EU clients, if any dispute arises in connection with the Terms, the parties should first try to resolve the dispute through the complaint’s procedure published here. In addition, the dispute may be referred by either party to the Centre for Effective Dispute Resolution (“CEDR”) for mediation. The Parties agree to enter into mediation to settle a good faith dispute and will do so in accordance with the CEDR’s mediation procedures. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing to the other party to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and Aphroditte are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
• C. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules, and in the case of CEDR, its rules. If the value of your claim does not exceed $10,000 USD, Aphroditte will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose. For mediation through CEDR, the parties will pay their share of mediation costs, and under certain conditions such fees may be refundable to you, depending on the outcome of the mediation.
• D. Forum. We’re based in Miami, Florida, so any legal action against Aphroditte related to our Products and Services must be filed and take place in Miami-Dade County, Florida. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Miami, Florida, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and Aphroditte agree to submit to the personal jurisdiction of a state or federal court located in Miami-Dade County, Florida.
• E. Government Exception. If you are a government agent or entity in the United States using the Products and Services in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Florida.
• F. Modifications. If we make any changes to this “Disputes with Aphroditte” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Aphroditte prior to the date the changes became effective. Aphroditte will notify you of substantive changes to the “Disputes with Aphroditte” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Aphroditte a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Aphroditte in accordance with the provisions of this “Disputes with Aphroditte” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.

MODIFICATIONS TO THE TERMS

We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes through the Products and Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Products and Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Products and Services following the changes constitutes your acceptance of the updated Terms.

The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and Aphroditte regarding the Products and Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.

CONTACT INFORMATION

If you have any questions about the Terms, please email us at legal@Aphroditte.com. *In some countries you may have additional rights and/or the preceding may not apply to you.