Terms of Service

Updated: July 9, 2024

Welcome to the AVVAY Services. Please read this Terms of Service Agreement (the “Terms of Service” or “Terms”) carefully. By accessing or using this website or any other websites owned or operated by AVVAY (collectively, the “Website”), in any way, including listing or booking any locations, or using any other services AVVAY may offer or enable through the Website (collectively the “Services”), you represent that you have read and agree to the Terms of Service and you have the authority to enter into the Terms of Service personally or on behalf of the company you have named as the user, and to bind that company to the Terms of Service. The term “AVVAY” means AVVAY, Inc. and its affiliates and the term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered for the services. If you do not agree to be bound by the terms of service, you may not access or use the website or the services.

THE TERMS OF SERVICE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

• 1. Registration
  • 1.1 Registering Your Account.
    In order to access certain features of the Services you may be required to register for an account (“Account”).
  • 1.2 Registration Data.
    In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18+) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify AVVAY immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or AVVAY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AVVAY has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. AVVAY reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by AVVAY, or if you have been previously banned from use of any of the Services.
• 2. AVVAY Services
  • 2.1 General.
    As part of the Services, AVVAY provides a marketplace for short-term rentals of real estate (each a “Location”). You may access the Services to list a Location (as a “Host”), or to reserve a Location (as a “Guest”). The term “User” means Hosts and Guests. The booking of a Location by a Guest (a “Booking”) does not provide you with a lease but instead grants you a limited, temporary, revocable license to use a Location in the manner, for the time, and subject to all restrictions provided in the Listing. The scope of the use, including times, specific fees, and other additional terms or limitations, may also be included in or supplemented by a separate agreement between a Host and a Guest (a “Booking Agreement” ) that incorporates the terms and conditions of this Agreement and referenced policies.
  • 2.2 Listing Locations.
    When you List a Location as a Host, you must provide details about the Location including a description, the categories applicable to your Location (e.g. music studio, dance studio, event Location, etc.), the fees, deposits, and hourly rates for a Booking, your chosen cancelation policy, specific rules for your Location, current pictures, and other details about its potential uses and condition (collectively, the “Listing”). This includes details regarding use of any amenities, furniture, or equipment that are part of or in the Location as well as any personnel that you may have available during the Booking (collectively, “Amenities”). Listings may not include any contractual obligations or alter Guests’ legal liabilities from those described in this Agreement including (i) modifying or expanding Guests’ financial responsibilities or limit Guests’ ability to seek recourse or restitution under this Agreement, (ii) violate any applicable laws, or (iii) require Guests to pay you directly outside the Services.
  • 2.3 Host Responsibilities.
    You are responsible for maintaining the Location and Amenities so that Guests may reasonably use them as provided in the Listing and Booking. Locations and Amenities must be in good working order and provided to Guests in a safe, clean and usable condition. Any plumbing, electrical, structural or other physical deficiencies or defects must be corrected before you List a Location. Except as specified in a Booking Agreement, all water, electricity, HVAC and other utility services (exclusive of telephone and data services) are provided with the Location at no additional cost. As a Host, you are solely responsible for ensuring that Locations and Amenities comply with all applicable laws including any local ordinances related to the condition, licensure, or registration of Locations for use by Guests, and payment of all related taxes or fees. We may condition your continued use of the Services on your providing proof, to our reasonable satisfaction, of your compliance with laws and these Terms at any time. As a Host, you are solely responsible for (i) preserving and protecting your Location and Amenities by removing and/or securing valuable, vulnerable, or sensitive items, (ii) determining the appropriate types and intensities of permitted uses in your Location, (iii) evaluating the appropriateness of potential Guests, and (iv) supervising and monitoring the Location and Amenities and your Guest’s use of the Location and Amenities.
  • 2.4 Booking Locations.
    As a Guest, you should review the Listing and availability to confirm they are appropriate for your desired use before booking a Location. The Services allow you to confirm any details or ask the Host any specific questions about the Location, or confirm details of a Booking, without sharing your personal contact information. Prior to confirming a Booking, you will need to provide payment information through the Services. Fees and any Deposit, if applicable, will be shown before you confirm your Booking. You are responsible for all Fees and Taxes associated with the Booking. All Bookings are subject to our Cancellation and Refund Policy.
  • 2.5 Guest Responsibilities.
    You will comply with these Terms and any Booking Agreements throughout the Booking and use the Location only as permitted or agreed upon and consistent with the Listing and assure that any attendees do the same. During your Booking, you are responsible for (i) the behavior and acts of any attendees, service providers, or others that access the Location, (ii) ensuring that the use does not exceed any limitations identified in the Listing or Booking Agreement, if applicable, (iii) coordinating any setup or breakdown necessary for your use of the Location, or (iv) complying with applicable laws including acquiring any required licenses or permits for your Booking or the particular use of the Location. You are responsible for and accept all liability for any damage done to the Location or Amenities during your Booking by you, your attendees, or your service providers whether intentional or not, for your failure to comply with applicable laws, and for any fines you incur. You agree to return the Location to the Host in substantially the condition as provided to you or as otherwise agreed in any Booking Agreement, and to promptly notify Hosts of any damage done to the Location or Amenities.
  • 2.6 Required Insurance.
    Every User will acquire and maintain all insurance as required by law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, your attendees, third parties, the Location or Amenities, and deciding what coverage, limits and providers are appropriate for you.
  • 2.7 Communication Between Users.
    The Services allow you to communicate with other Users without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other Users. You may not use the Services to send messages that are unwanted or unrelated to a confirmed or potential Booking through the Services, use the Services to harass or attempt to market other services to Users, or send spam. We strongly recommend that you should use the Services to communicate with other Users. If you use other means of communication, you understand that you may be putting your personal contact information at risk of misuse. You also understand that any communications made outside of the Services may impair your ability to recover all or some amounts owed to you in the event of a dispute between you and another User. We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other Users or communicating or engaging with Users outside of the Services. AVVAY, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among Users which contain or share personal contact information, or (ii) suspend or terminate the Accounts of Users that share personal contact information or otherwise breach the restrictions in the Terms of Use.
  • 2.8 Disputes Between Users.
    You agree to first attempt to resolve any disputes, disagreements, or claims you have with other Users in good faith through the Services. If you are unable to resolve any such dispute relating to the payment of fees, you agree to submit your dispute to Stripe, our payment processor, thorough the process described at https://stripe.com/help/disputes. AVVAY may, at its sole discretion, assist with the resolution of any other dispute but AVVAY is not liable or responsible for any such dispute.
• 3. Payment
  • 3.1 Guest Fees.
    Guests are responsible for payment of fees, expenses, and other amounts related a to Booking (“Fees”). The specific Fees charged are presented when you confirm, update, or cancel a Booking. Please review all Fees before confirming a Booking to make sure you understand the Fees for the Booking, including our Cancellation and Refund Policy. You should contact Hosts through the Services before Booking if you don’t understand the Fees listed. If you use a Location beyond the uses described in the applicable Listing or Booking Agreement, you agree to pay any additional Fees based upon your actual use of the Location (“Additional Fees”). You are solely responsible for any damage done to the Location or the Amenities by you or any of your attendees. Certain Bookings may require you to provide a portion of prepaid Fees (“Deposit”) in advance. All Fees and Deposits, as applicable, will be identified prior to confirming your Booking. While we may facilitate the collection of Fees and Deposits for Hosts, once remitted to Hosts, we are not responsible for the return of Fees or Deposits to Guests, where applicable.
  • 3.2 Host Fees.
    When a Booking is confirmed, a processing fee of 15% (plus a $0.30 transaction fee charged by Stripe) is retained by AVVAY (the “Commission”). The Commission is based on the subtotal of Fees paid for Booking the Location for the agreed upon period including any required Additional Fees, if applicable and is retained at the time a Host’s payout is initiated. AVVAY may retain the entire Commission amount for the Booking from any upfront Deposit paid by a Guest. Host funds are deposited directly into your Stripe merchant account.
  • 3.3 Cancellations and Refunds.
    All cancellations and any refunds that may be available to you are subject to our Cancellation and Refund Policy.
  • 3.4 Taxes.
    You are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to listing or booking Locations, including any sales or occupancy tax, indirect taxes such as valued added tax (VAT) or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by law, AVVAY will not calculate, track or pay Taxes or submit Tax reporting on your behalf. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay AVVAY for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with these Terms including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with these Terms or misuse of the Services or Location (collectively, “Fines”). You understand and agree that AVVAY does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.
  • 3.5 Payment.
    You will timely and fully pay any Fees, Deposits, Taxes, Fines, or other amounts you owe under this Agreement. Acceptance and payment of funds between Users or AVVAY through the Services (“Payment Processing”) is provided by Stripe. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the “Stripe Agreement”). As a condition using Payment Processing, you must provide accurate and complete information about you and your business and you authorize us to share this information to Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. AVVAY does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement, and if the Stripe Agreement is terminated by Stripe you may not be able to use the Services, or have your Account suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
  • 3.6 Fee Avoidance Policy.
    You agree that you will not take any actions to circumvent or disintermediate AVVAY from the consummation of a Booking between Users introduced or become aware of each other through the Services and will result in a suspension of a User’s Account and Listing. Examples of such actions include: (a) confirming a Booking or related reservation outside of the Services once it has been initiated therein; (b) directing Users to your website, Facebook page, or any other outside source to confirming a Booking or related reservation for a Location; or (c) providing or asking for another User’s contact information to confirm a Booking or related reservation outside of the Services.
• 4. Ownership
  • 4.1 Services.
    You agree that AVVAY and its licensors own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, concepts, artwork, animations, sounds, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
  • 4.2 Your Account.
    Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of AVVAY.
  • 4.3 Feedback and Reviews.
    You agree that submission of any ideas, suggestions, comments, documents, and/or proposals to AVVAY (“Feedback”) is at your own risk and that AVVAY has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to AVVAY a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights. Additionally, if you provide reviews or quotes about any Location, User, or any part of our Services to us (“Reviews”), you hereby grant AVVAY a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner and all Reviews and to include your first name in connection with our use of the any such Review.
• 5. Content
  • 5.1 User Content.
    In the course of using the Services, you be required or may have the opportunity to provide information about yourself or your Location, participate in forums, discussions, or to otherwise provide information or content which may be used by AVVAY in connection with the Services and which may be visible to certain other Users. You understand that by posting information or content on the Website or otherwise providing content, materials or information to AVVAY or in connection with the Services (collectively, “User Content”), you hereby grant AVVAY a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such User Content (including all related intellectual property rights) in connection with the Services, the Website, and AVVAY’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, AVVAY will only share your personally identifiable information in accordance with AVVAY’s privacy policy or otherwise with your permission. You also hereby grant each User of the Services a non-exclusive license to access your User Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content solely for such User’s non-commercial and internal use and related to such User’s use of the Services. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that AVVAY will not be liable for any errors or omissions in any such third-party content. Under no circumstances will AVVAY be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred in connection with use of or exposure to any User Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. If you and AVVAY have entered into a separate written agreement addressing the licensing of User Content, such separate agreement shall control over this Section 5.1.
  • 5.2 General Prohibitions.
    You agree that you will not contribute any User Content, or otherwise use the Services in a manner, that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) in our reasonable discretion, is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without AVVAY’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of AVVAY; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. AVVAY reserves the right to remove any User Content, or to remove any Listing in whole or in part, from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if AVVAY is concerned that you may have breached this Agreement), or for no reason at all. You shall be solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to AVVAY and to grant AVVAY the rights to use such information in connection with the Services and as otherwise provided herein. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl”, “scrape”, or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
• 6. Confidential Information.
  • 6.1 Definition. “Confidential Information”
    means all information of the disclosing party disclosed to the receiving party that is marked or identified as confidential, or disclosed in circumstances that would lead a reasonable person to believe such information is confidential.
  • 6.2 Protection.
    The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall disclose the Confidential Information of the Disclosing Party only to the employees, independent contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
  • 6.3 Exceptions.
    The Receiving Party’s obligations under Section 6.2 above with respect to any Confidential Information of the Disclosing Party shall terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public (including any information made available on the Site that is not protected by confidentiality obligations); or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
• 7. Investigations. AVVAY may, but is not obligated to, monitor or review the Services at any time. Although AVVAY does not generally monitor user activity occurring in connection with the Services, if AVVAY becomes aware of any possible violations by you of any provision of the Terms, AVVAY reserves the right to investigate such violations, and AVVAY may, at its sole discretion, immediately terminate your license to use the Services, or change, in whole or in part, without prior notice to you.
• 8. Third-Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). Such Third-Party Websites are not under the control of AVVAY. AVVAY is not responsible for any Third-Party Websites & Ads. AVVAY provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
• 9. Indemnification. You agree to defend, indemnify and hold AVVAY, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “AVVAY Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) the listing or provision of your Location (for Hosts) or the use of any Location (for Guests); (b) your use of, or inability to use, the Services; (c) your violation of the Terms; (d) your violation of any rights of another party, including any other Users; or (e) your violation of any applicable laws, rules or regulations or failure to remit the required taxes. You agree AVVAY reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AVVAY in asserting any available defenses and indemnify AVVAY for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of AVVAY’S defense. that the provisions in this section will survive any termination of your Account, the Terms or your access to the Services.
• 10. Disclaimer of Warranties.

  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES (AND ANY CONTENT AVAILABLE THROUGH THE SERVICES) IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. AVVAY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  AVVAY PROVIDES THE SERVICES TO LIST AND BOOK LOCATIONS AND COMMUNICATE WITH OTHER USERS. WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVIDING, OR FOR THE CONDITION OR NATURE OF, ANY LOCATION OR AMENITIES. HOSTS AND GUESTS ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY AVVAY. HOSTS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF LOCATIONS AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.

  YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. AVVAY IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON GUESTS OR HOSTS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF LOCATIONS OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS OR LOCATIONS, IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE SERVICES AND IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. AVVAY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY USER, OR LOCATION WILL BE PROVIDED TO YOU AS DESCRIBED. AVVAY DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING LOCATIONS OR AMENITIES.

• 11. Liability Limitation. AVVAY PARTIES’S CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY CONTENT AVAILABLE THROUGH THE SERVICES, WILL NOT EXCEED $50 OR THE AMOUNT OF FEES PAID TO US BY YOU UNDER THESE TERMS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, WHICHEVER IS GREATER. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF THESE TERMS. YOU AND AVVAY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE WEBSITE, OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

• 12. Basis of Bargain. The disclaimer of warranties and limitation of liability set forth above are fundamental elements of the basis of the agreement between you and us. AVVAY would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of AVVAY’s suppliers as well.
• 13. Termination. These Terms are effective as of the date you accept them (as provided in the preamble) and will continue until terminated as provided herein. We may immediately terminate these Terms if you fail to comply with these Terms or if we decide to cease making the Services generally available. You may terminate these Terms by closing your Account with us, however this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honor any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination. Upon any such termination, you must immediately stop using the Services. Sections 4, 5, and 8 – 15 will survive any termination of these Terms.
• 14. Digital Millennium Copyright Act (DMCA).

  AVVAY Website is an internet "service provider" under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As required by the DMCA, AVVAY maintains specific contact information provided below for notifications of claimed infringement regarding materials posted to the Website. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

  Copyright Agent
  AVVAY, Inc.
  231 Public Sq, Suite 300
  Franklin, Tennessee 37064

  AVVAY will respond expeditiously to claims of copyright infringement committed on the Website. In notifying AVVAY of alleged copyright infringement, the DMCA requires that you include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit AVVAY to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or e-mail address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

• 15. Arbitration Agreement.
  • 15.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between you and AVVAY in connection with the Terms, use of any product or service provided by AVVAY, or related to the processing of personal data, that cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Section 18 (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and AVVAY, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
  • 15.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to AVVAY should be sent to: 231 Public Sq, Suite 300, Franklin, Tennessee 37064. After the Notice is received, you and AVVAY may attempt to resolve the claim or dispute informally. If you and AVVAY do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
  • 15.3 Arbitration Rules. Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules (the “JAMS Rules”) governing the arbitration are available online at http://www.jamsadr.com/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) 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 of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
  • 15.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
  • 15.5 Time Limits. If you or AVVAY pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
  • 15.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and AVVAY, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall 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 AVVAY.
  • 15.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and AVVAY in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND AVVAY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  • 15.8 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, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
  • 15.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
  • 15.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable with regards to any particular subject matter by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect with regard to such specific subject matter and shall be severed and the remainder of the Agreement shall continue in full force and effect.
  • 15.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
  • 15.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with AVVAY.
  • 15.13 Small Claims Court. Notwithstanding the foregoing, either you or AVVAY may bring an individual action in small claims court.
  • 15.14 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
  • 15.15 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
  • 15.16 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Nashville, Tennessee, for such purpose.
• 16. General Provisions

  • 16.1 Release.

    You hereby release AVVAY Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services or any interaction between you and any other user of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
  • 16.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without AVVAY’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
  • 16.3 Force Majeure. AVVAY shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  • 16.4 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
  • 16.5 Notice. Where AVVAY requires that you provide an e-mail address, you are responsible for providing AVVAY with your most current e-mail address. In the event that the last e-mail address you provided to AVVAY is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, AVVAY’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to AVVAY at the following address: 231 Public Sq, Suite 300, Franklin, TN 37064. Such notice shall be deemed given when received by AVVAY by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
  • 16.6 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • 16.7 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
  • 16.8 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, 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 also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by AVVAY are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer AVVAY products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
  • 16.9 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
  • 16.10 Supplemental Terms. Your use of, and participation in, certain Services may be subject to additional terms and such terms will either be listed in the Terms of Service or will be presented to you for your acceptance before you use the supplemental Service.
  • 16.11 Amendment. Please note that the Terms are subject to change by AVVAY in its sole discretion at any time. When changes are made, AVVAY will make a new copy of the Terms of Service available on the Website. We will also update the “Last Updated” date on the Terms of Service. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. AVVAY may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).