Pavilion Digital Terms of Service
Published Date: March 21, 2023
Revenue Collective, Inc., a Delaware corporation d/b/a Pavilion (“Pavilion”, “we”, “our”, “us”) specializes in global community leaderships. Users (“members” or “you,” or “your”) may access the Pavilion Platform, website https:// pavilion.co and related services (collectively, the “Service”), subject to these Terms of Service (“Terms”). Please read our Terms carefully before using our Service.
WELCOME TO PAVILION! THE TERMS ALONG WITH THE PAVILION PRIVACY POLICY (“PRIVACY POLICY”) AVAILABLE AT [HTTPS://WWW. PAVILION.CO/PRIVACY-POLICY-PAVILION-DIGITAL, WHICH ARE INCORPORATED BY REFERENCE, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND PAVILION.
BY ACCESSING OR USING THE PAVILION SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. THESE TERMS LIMIT YOUR LEGAL REMEDIES AND PAVILION’S LIABILITY TO YOU. FOR EXAMPLE, THESE TERMS INCLUDE A CLASS ACTION WAIVER, WAIVER OF A JURY TRIAL, AND REQUIRED BINDING ARBITRATION. IF YOU ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING THESE TERMS, AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, INCLUDING OUR PRIVACY POLICY, YOU MUST CEASE USING THE SERVICES AT ONCE.
1. ELIGIBILITY
To ensure that we abide by our promises to you, we in turn need to ensure you abide by your promises to us. We have certain requirements for you to be eligible to access and use our Service, including that you are of age to make the promises described in these Terms, and understand our Privacy Policy.
1.1. Requirements. By using the Service, you represent and warrant that: (a) you are 18 years of age or older; (b) all registration information you submit to Pavilion is truthful and accurate; (c) you will maintain the accuracy of such information; and (d) your access and use of the Service does not violate any applicable law or regulation or these Terms.
2. ACCESS AND USE
Since we own the Service, we need to provide you with the legal right (also known as a license) to access and use the Service. As owners, we retain the right to revoke that license at any time.
2.1. License. Subject to these Terms and the Privacy Policy, Pavilion grants you a limited and revocable license to access the Services through its documented access points and to use the Service for its intended purpose. This means that you can access and use the Service for your personal use, and only use it in the manner it is intended to be used, as described in these Terms, and nothing more.
2.2. Rights. Pavilion reserves the right to terminate or suspend your access to the Service at any time, for any reason or no reason, with or without notice to you. You agree that Pavilion shall not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, change, or discontinuance.
3. MEMBER ACCOUNT
Pavilion may need some information from you in order to give you full access to its Service. We make promises to you regarding how we will maintain and use that information, and in turn, we expect you take responsibility for your Account and the information you provide to us.
3.1. Account Creation. To access and use the Service, you may be required to create a member Account (“Account”). If you create an Account, you agree to provide Pavilion current, complete and accurate information, and to update this information should it change. You may also invite members to create an Account attached to your Account (“Team Account”).
3.2. Account Responsibilities. You are entirely responsible for maintaining the confidentiality of your Account credentials, such as your login and password, and for any and all activities that occurs in connection with your Account, whether or not authorized by you. If you create a Team Account, both the member and the team manager is responsible for each Child Account. You agree to notify Pavilion immediately of any unauthorized access or use of your Account or of any other breach of security that you become aware of, and to provide properly documented evidence as requested by Pavilion. You may not use anyone else’s Account at any time, and you may not allow anyone else to use your Account. You agree that Pavilion will not be liable for any loss you may incur as a result of someone else using your Account or its credentials, either with or without your knowledge, and you further agree that you will be liable for losses incurred by Pavilion or another party due to someone else using your Account.
3.3. Communications. By creating an Account, we reserve the right to send you certain communications related to your Account or your use of the Service, including Pavilion service updates. These transactional messages may be unaffected if you choose to opt-out of marketing communications. To stop receiving these emails you may need to terminate your Account.
3.4. Membership Cancelation. Your Account Subscription, and your rights and obligations as a member, shall continue until your Subscription expires or is terminated by either yourself or Pavilion. You may cancel your Subscription at any time by emailing us at support@pavilion.co or by canceling your membership on your Account Settings at least seven (7) days notice before your Subscription renewal date. Unless you tell us otherwise, the cancellation will go into effect as soon as it is processed. For the avoidance of doubt, the Company does not offer any refunds or credits if your membership is canceled for any reason.
4. USER-GENERATED-CONTENT
In the same manner we expect you to take responsibility for your Account, we also expect you to take responsibility for your words. This means that anything that is said or done by you on our Service or through your Account, may have consequences, so please read the following to ensure you understand the risks associated with your actions on our Service.
4.1. User-Generated-Content. Our Service may provide you with the ability to create, post, upload or share content, and write reviews or personal preferences, such as posting messages and comments products or via other means (“User-Generated-Content”). User-Generated-Content does not include any content, information, feature or otherwise that is part of the Service.
4.2. Responsibilities. You are solely responsible for your User-Generated-Content and User-Generated-Content arising out of your Account, and for any harm resulting from the User-Generated-Content that you post, upload, link or otherwise make available via the Service, regardless of the form of that content. We are not responsible for any public display or misuse of your User-Generated Content. You assume all risks associated with your Account and its User-Generated-Content, including anyone’s reliance on its quality, accuracy, or reliability, and you agree that you are solely responsible for any consequences that may arise from posting User-Generated-Content on or through our Service. We expect our users to be civil and respectful. User-Generated-Content you post publicly, including reviews, comments, and contributions, may be viewed by others and you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content posted by others.
4.3. User-Generated-Content Warranty. You represent and warrant that the use of your User-Generated-Content by Pavilion or any other user will not violate the rights of any third party or any laws, rules, or regulations. Pavilion reserves the right (but has no obligation) to review User-Generated-Content, and in Pavilion’s sole discretion, investigate or take appropriate action against you or other users. If you violate these restrictions or otherwise create liability for us or any other party, we reserve the right to take action. Such acts may include removing or modifying your User-Generated-Content, terminating your Account, or reporting you to law enforcement authorities.
5. USER AND CONTENT INTERACTIONS
We do not represent or guarantee the truthfulness, accuracy, or reliability of User-Generated-Content posted by others. You accept that any reliance on content posted by other users or other third parties will be at your own risk. Your interactions and transactions with other users or third parties are solely between you such party. You agree that Pavilion will not be responsible for any loss or damage incurred as the result of any such interactions or transactions. If there is a dispute between you and any other user, Pavilion is under no obligation to become involved. By using the Service, you accept the risk that you might be exposed to content posted by other users that is objectionable or otherwise inappropriate. Without limiting the foregoing, Pavilion will not be held liable to you or any other third party for any User-Generated-Content or third-party content, under any law providing special immunity for User-Generated-Content, including the Communications Decency Act or CDA, 47 U.S.C. § 230 or any successor to the special immunity contained at CDA, 47 U.S.C. § 230.
You hereby release and forever discharge Pavilion (and our officers, employees, agents, parents, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other users or related to third party services. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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 HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
6. OWNERSHIP
As we provide you with a legal right to access and use our Service, you should know that we also need the legal right to your information, including Personal Information and User-Generated-Content. This right comes in the form of a license from you to us, in order for us to do things like provide you with the Service, contact you, publish and share your User-Generated-Content, and improve our Service. The licenses from you to us are still bound by our promises in these Terms and in our Privacy Policy.
6.1. User Data. You own all rights in the information transmitted to the Service by You (“User Data”). By accessing and using our Service, you grant to us a license to use User Data in accordance with these Terms and our Privacy Policy.
6.2. User-Generated Content. You own all rights in your User-Generated-Content. We need the legal right to do things like host, publish, and share it, so you grant to Pavilion (and its successors) a license to archive, parse, and display your User-Generated-Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. You also grant us a license to use your User-Generated-Content for any purpose, without compensation to you, including for the purpose of promoting our Service. This means that you waive all copyright and moral rights claims against Pavilion associated with our use of your User-Generated-Content.
6.3. The Service. The Service (including, for example, its algorithms, calculations, organization, look and feel, the underlying software code, and data generated by the platform as a record of its use, such as system logs), along with aggregated and anonymized data is and will remain the sole property of Pavilion, and Pavilion is and will remain the sole owner of all intellectual property embodied or practiced by the Service.
6.4. Feedback. You may choose to provide Pavilion with ideas for new promotions, products, technologies, or processes (collectively, “Feedback”). If Pavilion receives Feedback from you, including any suggestions, ideas, improvements, modifications, error identifications or other information related to the Service, Pavilion may use, disclose, and exploit such Feedback without restriction and without paying any royalties or other compensation to you, including to improve the Service and to develop, market, offer, sell, and provide other products and services.
6.5. Reservation of Rights. Each party reserves all rights not expressly granted in these Terms.
7. COPYRIGHT INFRINGEMENT CLAIM
It is Pavilion’s policy to respect the legitimate rights of copyright and other intellectual property owners, and we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Service who infringers on the intellectual property rights, including copyrights, of others. Should you believe that content available on the Service unlawfully infringes one or more of your copyrights and you wish to have the infringing material removed, please provide Pavilion with the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) to our designated copyright agent: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of the nature and exact location of the content that you claim to infringe your copyright, in sufficient detail so to allow us to locate and identify such content; (d) your name, address, telephone number and email address; (e) a statement that you have a good faith belief that the use of the material in the manner described in your complaint is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the complaint is accurate, and that you are either the copyright owner or a person authorized to act on their behalf. Pavilion’s can be contacted at legal@pavilion.co
8. PRIVACY AND SECURITY NOTICE
Please remember that any User Data you provide to or through the Service may be used in accordance with these Terms and our Privacy Policy. You understand that any information provided by you or collected by Pavilion in connection with your use of the Services will be used in the manner described in these Terms and in Pavilion’s Privacy Policy. If you do not agree to the Privacy Policy, you may not use the Service. Without limiting the terms of the Privacy Policy, you understand that Pavilion does not guarantee that your use of the Services and/or the information provided by you will be private or secure, and Pavilion is not responsible or liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Service.
9. BUSINESS PARTNERS
In certain instances, you may enter into separate agreements with our business partners who provide you with products or services. If you enter into such agreements through our Service, then we may be contractually responsible for providing them with certain information to help further that agreement, including Personal Information. All information we provide to them is done in accordance with our Privacy Policy.
10. FEES AND BILLING
10.1. Membership Subscription Fees. Subscription Fees (if applicable) will be billed annually based on your tier. Billing and Fees for your subscription will be accessible through your Account under your Account Settings. Unless stated otherwise in your billing information, Fees include applicable taxes. If you are paying by Credit Card, we reserve the right to charge a credit card fee in applicable jurisdictions. We also retain the right to revise Fee rates for the Service from time to time and will provide you with email notice of any changes in Fees at least thirty (30) days prior to your Subscription renewal date. We may suspend or terminate your use of the Service if fees become past due. You are responsible for all taxes (excluding taxes on our net income), and we will charge tax if required to do so by law.
10.2. Team Accounts. Team Accounts are paid by the Parent Account. If the Parent Account ceases to exist, the Child Account will be afforded an opportunity to upgrade to the same membership as the Parent Account.
10.3. Purchases. Purchases made through the Service are subject to the payment processor terms or the third-party you are purchasing through. You are solely responsible for payments and all purchases made on your Account. You represent that you are an authorized user of the chosen payment method used to pay all charges incurred on your Account.
10.4. Third-party Site fees. Pavilion may provide links to other websites. Some of those websites may charge separate fees, which are unrelated to Pavilion and not included in your Subscription Fees. Any separate charges or obligations that you incur in your dealings with these third parties are your responsibility. Pavilion makes no representation or warranty regarding any website, information, goods or services provided by any third-party.
10.5. Potential Tax Implications. Pavilion does not provide tax advice. You acknowledge that the Services are a general-purpose online platform and are not specifically designed to facilitate compliance with any specific law, including tax laws. You acknowledge that you will access and use the Services in compliance with all laws applicable to you. We are not responsible for notifying you of any such law, enabling your compliance with any such law, or for your failure to comply. You should consult with your tax advisor concerning the tax treatment of purchases made through the Services based upon your specific situation.
11. THIRD PARTY PAYMENT PROCESSORS
11.1. Our Third Party Payment Processor. In connection with Your use of the Services, including payment of Subscription Fees, You will be asked to provide billing information such as Your name, billing address and payment provider account information (“Billing Information”) either to us or to our third-party payment processor, Stripe. You hereby authorize us and Stripe to store Your payment provider account information and charge Your Payment Account as outlined herein. If Your Payment Account contains errors, You agree to allow us to acquire the correct information and update the Payment Account that is on file in Your Account. You agree to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy.
11.2. Third-party Site. If you purchase products or services through a third-party website, then the terms of such third-party website apply. Pavilion is not responsible for, nor has control over such third-party terms. Please read those terms carefully.
12. NO PURCHASES BY MINORS
Remember that you must be 18-year-old or older to access and use our Service—which means that you must be 18 years old to purchase products or other services through our Service. If a person under the age of 18 purchases a product or service through our Service, the parent or guardian of that person may return the product or service for a refund according to the posted returns and exchanges policy related to that specific order.
13. THIRD PARTY LINKS
Our Service may contain links to third party websites, applications and services not operated by Pavilion. These links are provided as an additional service, We do not control such third-party content. Pavilion is not responsible for the terms of use, privacy policies or practices of any third-party including websites or services directly linked to our Service. We encourage You to review the privacy policies of any third-party site that You link from our service.
14. JURISDICTIONAL ISSUES AND EXPORT CONTROL LAWS
14.1. International Use. The Service are controlled and operated by Pavilion from its offices within the United States. Pavilion makes no representation that any products or content available through the Service are appropriate or available for use in any other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
14.2. Export Controls. You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any products or other materials subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Service any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
14.3. Restrictions. The Service, including its content and products, may not be re-exported, downloaded, or otherwise exported into (or to a national or resident of) any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or on any such list.
15. TERMINATION AND SUVIVABILITY
15.1. Termination. These Terms are effective until terminated. Pavilion may terminate these Terms with or without notice to you by terminating your Account as set forth in Section 3 (Member Account). You may terminate these Terms of Service and your Account through the settings on your Settings page and in accordance with Section 3.4 (Membership Cancelation).
15.2. Survival. Rights and obligations established under these Terms that must survive termination in order to have their customarily intended effect, such as Sections (Ownership of Content), (Acceptable Use), (Pavilion Copyright Policy), (Termination and Survivability), (Disclaimer of Warranty; Limitation of Liability), (Indemnity), (Governing Law) and (Disputes) shall survive any termination of these Terms.
16. INDEMNIFNICATIONS
We expect you to abide by these Terms. In the event a third-party sues Pavilion because you did not abide by these Terms, you may be responsible for the damages arising out of your actions. Please read the indemnification obligations that you may be responsible for in the event you breach these Terms.
16.1. Definition. To “Indemnify” is defined as to (i) defend against all third party claims (construed broadly, so as to include, for example, complaints and causes of action both when filed and when threatened) and regulatory actions (construed broadly, so as to include investigations and disciplinary actions by any government entity with the power to investigate or impose a penalty of any kind) and (ii) to pay all amounts under all theories of liability and damages awarded to such third party or accepted in settlement or imposed as fines of any kind.
16.2. Your Indemnification Obligations. You agree to Indemnify Pavilion and its affiliates and successors for (a) your use of, or activities in connection with the Site, including the Service; (b) any violation of these Terms by you or through your Account; or (c) any allegation that User-Generate-Content infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.
17. DISCLAIMER OF WARRANTIES
YOU REPRESENT THAT YOU ARE ENTERING THIS AGREEMENT WITHOUT RELYING UPON ANY PAVILION REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAVILION DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, SYSTEM RELIABILITY, TITLE, NON-INFRINGEMENT, AND/OR NON-INTERFERENCE, AND ALL WARRANTIES THAT MAY OTHERWISE BE IMPLIED. NO WARRANTIES ARE MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
YOU ASSUME COMPLETE RESPONSIBILITY, WITHOUT ANY RECOURSE AGAINST PAVILION, FOR ACCESS AND USE OF THE SERVICE. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM USE OF THE SERVICE, INCLUDING THE COMPLETENESS, ACCURACY, AND CONTENT OF SUCH USE. PAVILION DOES NOT WARRANT THAT THE SITE AND SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE CONTENT AND SERVICE IS AT YOUR SOLE RISK.
ADDITIONALLY, YOU ACKNOWLEDGE AND UNDERSTAND THAT PAVILION DOES NOT ENDORSE, WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE PRODUCTS OR SERVICE AVAILABLE FOR PURCHASE THROUGH THE SERVICE (OR ANY OTHER THIRD-PARTY PRODUCTS OR SERVICE ADVERTISED ON OR LINKED FROM THE SERVICE), WHETHER OR NOT SPONSORED. PAVILION DOES NOT GUARANTEE THAT THE TERMS OF SALE OR OFFERS POSTED ON THE SERVICE BY OR FOR ANY PARTICULAR THIRD-PARTY SUPPLIER ARE (A) ACTUALLY THE TERMS THAT MAY BE OFFERED IF A USER PURSUES THE OFFER OR (B) THE BEST TERMS OR PRICE AVAILABLE IN THE MARKET.
18. LIMITATION OF LIABILITY
By using our Service, you need to understand that there are limitations to your remedies in the event you wish to take action against us. By accessing and using our Service, you agree to the limitations below.
YOU UNDERSTAND AND AGREE THAT PAVILION WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, USE, GOODWILL, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR INFORMATION; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF THE SERVICE; (D) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; (E) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA; (F) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (G) ANY OTHER USER INTERACTIONS THAT YOU INPUT OR RECEIVE THROUGH YOUR USE OF THE SERVICE; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE.
OUR LIABILITY IS LIMITED WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WE WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND OUR REASONABLE CONTROL.
EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY FOR ALL OCCURRENCES UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE SHALL NOT EXCEED THE INJURED PARTY’S ACTUAL DIRECT DAMAGES, CAPPED AT AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID OF YOUR SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS PRIOR TO THE MOST RECENT EVENT GIVING RISE TO LIABILITY HEREUNDER; OR IF NO SUCH SUBSCRPTION FEES EXIST, ONE HUNDRED DOLLARS ($100).
19. ARBITRATION, CLASS-ACTION WAIVER, AND JURY WAIVER
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY STATE THAT YOU AND PAVILION AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION. THIS MEANS THAT YOU ARE WAIVING CERTAIN RIGHTS.
19.1. Applicability of Arbitration Agreement. In this Section (the “Arbitration Agreement”), you and Pavilion agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Service that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Pavilion are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. In addition, all disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
19.2. Arbitration Rules. The Federal Arbitration Act, including its procedural provisions, governs the interpretation and enforcement of this dispute-resolution provision, and not state law. Arbitration will be conducted by ADR Services, Inc. (“ADR Services”) (https://www.adrservices.com/). If ADR Services is not available to arbitrate, the parties will select an alternative arbitral forum, and if they cannot agree, will ask the court to appoint an arbitrator pursuant to 9 U.S.C. § 5. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
19.3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
19.4. Fees. ADR Services sets forth fees for its services, which are available at https://www.adrservices.com/rate-fee-schedule/. If Pavilion is the party initiating an arbitration against you, Pavilion will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration against Pavilion, you will be responsible for the first $100 toward the nonrefundable Initial Filing Fee, and Pavilion will pay the remainder of your Initial Filing fee and both parties’ Administrative Fee.
19.5. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Pavilion. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Pavilion.
19.6. Waiver of Jury Trial. YOU AND PAVILION WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Pavilion are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Pavilion over whether to vacate or enforce an arbitration award, YOU AND PAVILION WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
19.7. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision of this Agreement, the Arbitration Agreement or ADR Services’ Rules, disputes regarding the interpretation, applicability, or enforceability of this waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 18.
19.8. Right to Waive. Any rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this Arbitration Agreement.
19.9. Opt-out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Pavilion can force the other to arbitrate. To opt out, you must notify Pavilion in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account and the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must either mail your opt-out notice to this address: 200 West 11th Street Suite 4, New York, NY 10014, or email the opt-out notice to legal@pavilion.co.
19.10. Small Claims Court. Notwithstanding the foregoing, either you or Pavilion may bring an individual action in small claims court.
19.11. Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with Pavilion.
20. GENERAL
20.1. Assignment. Neither these Terms nor any rights or of you right or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Pavilion. Any assignment in violation of the foregoing will be null and void. Pavilion may assign these Terms to any party that assumes Pavilion’s obligations hereunder.
20.2. Notices. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Pavilion by postal mail to the Pavilion address 200 West 11th Street, Suite 4, New York, NY 10014, or via email address here legal@pavilion.co Pavilion may provide you with any notices required or allowed under these Terms by sending you an email to the email address you provide in connection with your Account, provided that in the case of any notice applicable both to you and other users, Pavilion may instead provide such notice by posting it our Website. Notices provided to Pavilion will be deemed given when received by Pavilion. Notice provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to email) Pavilion is notified that the e-mail address is invalid.
20.3. Severability. If any provisions of these Terms are held to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
20.4. Waiver. The failure of Pavilion to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
20.5. Relationship of the Parties. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
21. CHANGES TO OUR TERMS
We reserve the right to update these Terms at any time, without prior notice to you, and any changes will become effective immediately upon posting. If we make material changes to these Terms, we will notify you by e-mail via the primary e-mail address specified in your account or through a notice on the website home page. Your continued use of our Service following posting of changes constitutes your acceptance of such changes. The effective date of these Terms, and the last revised date is identified at the top of the page.
22. CONTACT US
If there are any questions regarding this privacy policy or You would like to access or update Your personal information, You may contact us at success@pavilion.co.
22.1. Timing. We try to respond to all legitimate requests within 30 days of Your request. Occasionally it may take us longer and in such cases, we will notify You of the delay, and may continue to update You regarding the progress of our response.
22.2. Legal Obligations. You will not be subject to discrimination as a result of exercising the rights described in this Privacy Policy. In some cases, when You exercise one of Your rights, we may be unable to comply with the request due to legal obligations or otherwise, or we may be unable to provide You with certain products or services. These responses are not discrimination and our reasons for declining Your request or ceasing services will be provided at that time.