PLEASE READ THIS END-USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE ACCESSING THE SITE AND CONTENT (collectively, “Pavillion Agency Inc.”) OFFERED BY Pavillion Agency Inc. (“Pavillion Agency Inc.”) DESCRIBED ON www.PavillionAgency.com, (the “Website”). BY USING PavillionAgency.com YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE PAVILLION AGENCY INC. SERVICES.
1. You/User. Persons who access or use the Website are sometimes referred to herein individually as a “user” and collectively as “users.” “You” and “your” refer to you as a user of the Website.
2. Eligibility. Only individuals that agree to this End-User-Agreement are permitted to access the website. In addition, by visiting the site, you certify that you are at least 18 years of age. Accessing by those under the age of 18 is strictly prohibited.
4. Online Services. Subject to the terms of this Agreement, Pavillion Agency Inc. hereby authorizes you to use the Pavillion Agency Inc. Site and access information during the term of this Agreement.
Your use of the site shall be strictly in accordance with the terms and conditions set forth in this Agreement. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Pavillion Agency Inc.. Nothing in this Agreement grants or transfers to you or to any third party any ownership rights in Pavillion Agency Inc., including but not limited to the software and other intellectual property rights related to the Pavillion Agency Inc. Except as specifically set forth in this Agreement, Pavillion Agency Inc. owns and retains all right, title and interest in the Pavillion Agency Inc. Site and any and all related materials.
Reproduction, copying or redistribution of materials from the Pavillion Agency Inc. Website for commercial purposes is prohibited without the express prior written permission of Pavillion Agency Inc. To obtain permission to copy portions of the Website, please send an email containing the following information:
- the content you wish to use;
- where, when and how it will be used (for example, a seminar, newsletter or news article);
- where, how and to what audience copies will be distributed;
- how many copies will be made and distributed;
- what other materials will be associated with the Pavillion Agency Inc. content; and
- your name, title, company, address, email address and phone number.
Pavillion Agency Inc. will evaluate and respond to your request. Pavillion Agency Inc. reserves the right to refuse permission to copy, distribute, broadcast or publish any of its copyrighted material, including text and images on our Website.
5. Restrictions on Use. All pages within the Website and any material made available for download by the Website (collectively, the “Website Materials”) are the property of Pavillion Agency Inc. Except as provided in Paragraph 4 above, no portion of the Website Materials may be reprinted, republished, modified or distributed in any form without the express prior written permission of Pavillion Agency Inc.. Access to the Website Materials is for your own personal, non-commercial use and may not be shared with any third party. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end-user license agreements. Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by Pavillion Agency Inc.
6. Modifications and Changes to Services and/or Website. The content, availability and access and all other features, attributes or aspects of the Pavillion Agency Inc. Services and Website Materials are subject to change, modification, additions or deletions at any time without notice and in Pavillion Agency Inc. sole discretion.
Pavillion Agency Inc. reserves the right to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the terms and conditions set forth in this Agreement, in whole or in part, at any time. For changes that Pavillion Agency Inc. deems material, Pavillion Agency Inc. will place on the homepage of its Website a link to “UPDATED PAVILLION AGENCY INC. Terms and Conditions.” The most current version of these terms and conditions will be available on the Website and will supersede all previous versions. By accessing or using the Website after the terms and conditions have been changed, you consent and agree to the revised terms and conditions.
7. Links or Pointers to Other Sites. Pavillion Agency Inc. makes no representations whatsoever about any other website that you may access though Pavillion Agency Inc. Website. When you access a non- Pavillion Agency Inc. website, you understand that it is independent from Pavillion Agency Inc. and Pavillion Agency Inc. has no control over the content on that website. In addition, a hyperlink to a non- Pavillion Agency Inc. website does not mean that Pavillion Agency Inc. endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses and other items of a destructive nature. In addition, Pavillion Agency Inc. makes no warranties or representations concerning the veracity of any information on a non- Pavillion Agency Inc. website.
9. Prohibited Activities. You may not modify, reverse engineer or decompile the Pavillion Agency Inc. Services (including any Pavillion Agency Inc. software) or create derivative works based on the Pavillion Agency Inc. Services. You may not distribute, rent, lease, sell, license or otherwise transfer rights in the Pavillion Agency Inc. Services to any other person or entity or make any other commercial use of the Pavillion Agency Inc. services. Except for downloading of project files, which is authorized, you may not save the Pavillion Agency Inc. Services to your computer or any other storage medium. You may not violate any security or corrupt the Website in any way.
Unauthorized use or modification of the Website may result in criminal and/or civil prosecution. You may not use the Website for anything other than a lawful purpose. You agree not to use the Website in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the Website, or in any manner inconsistent with the terms and conditions in this Agreement. You agree not to interfere, or attempt to interfere, with any security feature of the Website. You agree not to interrupt, or attempt to interrupt, the operation of the Website in any way. You agree not to use the Website to: (i) engage in, or promote any, unlawful activity or purpose, including without limitation, any activity that could give rise to criminal or civil liability; (ii) carry out any unauthorized alteration of any data or information on the Website or supplied by another user of the Website; (iii) post, transmit or share material that you did not create or that you do not have permission to post, transmit or share, or conduct any activity that infringes on the copyright, patent, trademark, service mark or other rights of any person or entity; (iv) advertise or promote any product or service, without the prior written permission of Pavillion Agency Inc.; (v) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code designed to interfere with the functionality of, or obtain any nonpublic information from, any computer software or hardware or telecommunications equipment; or (vi) send chain letters, junk mail, unsolicited e-mail or “spam,” commercial or non-commercial solicitations or bulk communications of any kind including, but not limited to, utilizing distribution lists used to convey information to any person who has not given specific permission to be included in such a list. You agree that you will not access the Website using any automated means to aggregate content from multiple pages or portions of the Website for any commercial purpose. You agree not to restrict or inhibit any other user from using and enjoying the Website or any service provided through the Website.
10. Your Communications and Other Content You Provide. You agree that you will not send, post or otherwise publish through the Website, any message, material, user name or other communication that: (i) is unlawful, offensive, obscene, vulgar, indecent, pornographic, profane, sexually-oriented, threatening, abusive, false or misleading, slanderous, libelous or defamatory; (ii) impersonates any person or entity; (iii) provides personally-identifiable information of any person or entity such as an address or phone number; (iv) constitutes or encourages the conduct of a criminal offense; (v) gives rise to liability; (vi) promotes the use of controlled substances; (vii) causes injury of any kind to any person or entity; (viii) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party; (ix) contains harmful or malicious components or code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (x) creates a link to another Website.
By visiting Pavillion Agency Inc., you grant Pavillion Agency Inc., its affiliates, instructors, officers and employees an irrevocable, perpetual, non-exclusive, royalty-free, transferrable and sublicense able, worldwide license to display, copy, distribute in and through all means and media now known or hereafter invented, and to make, display, copy and distribute in the same manner derivative works based on any and all information you post to or through the Website. By posting or uploading content to the Website you represent and warrant that you have the right to post the content to the Website, and to license the content to Pavillion Agency Inc. as provided in this Agreement.
11. Usage and Monitoring. You may use the Website only as permitted by Pavillion Agency Inc. Pavillion Agency Inc. is not responsible for the content of any messages, information or files transmitted to or through the Website by anyone other than Pavillion Agency Inc. However, Pavillion Agency Inc. has the right to delete and take other appropriate action with respect to such messages, information or files which Pavillion Agency Inc., in its sole discretion, deems objectionable or otherwise in violation of the terms and conditions of this Agreement, including denying access to the Website to anyone at any time. By using the Website, you consent to such actions, including the monitoring, review and auditing of all messages, information and files transmitted to or through the Website.
12. Medical Disclaimer. This site is not designed to and does not provide medical advice, professional diagnosis, opinion, treatment or services to you or to any other individual. Through this site and linkages to other sites, Pavillion Agency Inc. provides general information. The information provided in this site, or through linkages to other sites, is not a substitute for medical or professional care, and you should not use the information in place of a visit, call consultation or the advice of your physician or other healthcare provider. Pavillion Agency Inc. is not liable or responsible for any advice, course of treatment, diagnosis or any other information, services or product you obtain through this site.
13. Disclaimer of Warranties. PAVILLION AGENCY INC. (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE OR DESCRIBED ON THE WEBSITE OR ACCESSED BY MEANS THEREOF) ARE PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. PAVILLION AGENCY INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY AND NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. TO THE GREATEST EXTENT PERMITTED BY LAW, PAVILLION AGENCY INC. MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT: (i) ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (ii) THAT THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR (iii) THAT ANY ERRORS IN THE Website WILL BE CORRECTED. PAVILLION AGENCY INC. MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE. ANY RELIANCE UPON ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE IS AT YOUR SOLE RISK. NEITHER PAVILLION AGENCY INC. NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED ON THE WEBSITE. ANY INFORMATION POSTED BY USERS OF THE WEBSITE REFLECTS THE VIEWS OF THE INDIVIDUAL USERS OR CONTRIBUTORS AND DO NOT NECESSARILY REFLECT THE VIEWS OF PAVILLION AGENCY INC. OR ANY OF ITS AFFILIATES.
14. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAVILLION AGENCY INC., ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY, INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, OR INABILITY TO USE, THE PAVILLION AGENCY INC. Services, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS Agreement, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF PAVILLION AGENCY INC. OR ANY SUPPLIER, AND EVEN IF PAVILLION AGENCY INC. OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (“Released Matters”). TO THE EXTENT THAT, DESPITE THIS RELEASE, ANY LIABILITY MAY BE IMPOSED ON THE RELEASED PARTIES, THEIR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO PAVILLION AGENCY INC. IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY. YOU ACKNOWLEDGE THAT YOU MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE. NEVERTHELESS, YOU INTEND TO RELEASE FULLY, FINALLY AND FOREVER ALL Released Matters. YOU AGREE THAT THE RELEASES SET FORTH HEREIN WILL REMAIN IN EFFECT NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELEVANT HERETO.
15. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD PAVILLION AGENCY INC. AND ITS PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION WITH ANY SUCH CLAIM OR DEMAND, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE WEBSITE, YOUR VIOLATION OF THIS AGREEMENT OR ANY REPRESENTATION OR WARRANTY BY YOU, ANY MISREPRESENTATION BY YOU, OR THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR ANY OTHER LEGALLY PROTECTED RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR ACCOUNT CREDENTIALS. YOU WILL COOPERATE AS REASONABLY REQUIRED IN THE RELEASED PARTIES’ DEFENSE OF ANY CLAIM. THE RELEASED PARTIES RESERVE THE RIGHT, AT THEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN ANY EVENT YOU MAY NOT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF PAVILLION AGENCY INC..
16. Exclusive Remedy. Your sole right and exclusive remedy for breach of this Agreement by Pavillion Agency Inc. if you are dissatisfied for any reason with the Pavillion Agency Inc. Services is to terminate this Agreement as provided in this Agreement.
17. Term and Termination. The term of this Agreement shall commence upon your access to Pavillion Agency Inc’s website.
18. Rights and Duties Upon Termination. Upon termination of this Agreement, all of your rights to the Pavillion Agency Inc. Services terminate immediately and you must remove any Pavillion Agency Inc. Services or materials from your computer immediately. If this Agreement is terminated for any reason, you agree not to visit, or otherwise access the Pavillion Agency Inc. website without Pavillion Agency Inc. prior written approval. Pavillion Agency Inc. may delete any data files associated with your use of the Pavillion Agency Inc. Services upon termination of this Agreement.
19. Non-United States Residents. Pavillion Agency Inc. operates the Website in the United States. Pavillion Agency Inc. makes no representation that the Website is appropriate or available for use in locations other than the United States. If you access the Website from locations outside of the United States you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, rules, and regulations, if and to the extent applicable. You may not access the Website from any country or territory where the content of the Website or the provision of the services through the Website is illegal. You may not use or export any of the materials constituting or available through the Website in violation of United States export laws and regulations.
20. Refusal or Discontinuance of Service. You understand and agree that Pavillion Agency Inc. may, in its sole discretion and at any time, for any reason, terminate your password, account or use of the Website, or prohibit you from accessing the Website, in whole or in part. You understand and agree that Pavillion Agency Inc. may take any one or more of these actions without prior notice to you. Should Pavillion Agency Inc. take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account. Any violation of the terms and conditions in this Agreement may result in restrictions on your access to all or part of the Website, and may be referred to law enforcement authorities.
21. Choice of Law, Venue and Jurisdiction. This Agreement is entered into in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction and venue of the state and federal courts in the County of New York in the State of New York, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.
22. No Waiver. No modification or amendment to, nor waiver of, any part of this Agreement shall be of any force or effect unless made in writing and signed by a duly authorized officer of Pavillion Agency Inc., or issued by Pavillion Agency Inc. as provided in Paragraph 6 above.
23. Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be null and void and the other provisions will remain in full force.
24. General Terms. Your rights and obligations under this Agreement may not be assigned or transferred without the express written permission of Pavillion Agency Inc. and any assignment or transfer in violation of this provision shall be null and void. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force.
Notice or other communication between you, and Pavillion Agency may be given by conventional first-class mail or an overnight delivery service, such as FedEx or UPS that provides proof of delivery. Notices sent by first-class mail are effective on the fifth day after mailing. Notices sent by overnight delivery service are effective the next business day after they are sent.
Communications made through the Website’s email, messaging or chat system shall in no way be deemed to constitute legal notice to or service of process on Pavillion Agency Inc. or any of its officers, employees, agents or representatives, including but not limited to any notice required by contract or by any federal, state or local laws, rules or regulations.
YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS Agreement. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE WEBSITE.