Terms & Conditions
1. Introduction
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the Panoply Prime website (the “Website”) operated by Panoply Prime LLC (“Panoply”, “us”, “we”, “our”).
Your access to and use of Website is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access and use the Website or any of the products or services accessible through the Website (the “Services”).
By accessing or using the Website or Services you agree to be bound by these Terms, our Privacy Policy, and abide by all applicable laws, rules and regulations. If you disagree with any part of these Terms, then you should not use or access Website.
IMPORTANT NOTICE: THESE TERMS AND CONDITIONS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW IN SECTION 10. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
2. Use of Material Appearing on Panoply Site
We, along with our corporate affiliates and other licensors own all of the texts, images, software, trademarks, service marks or other material displayed on our Website. By accessing or using our Website, you agree not to copy or transmit any of the material except for your personal, non-commercial use. All copyright, trademark and other proprietary rights and notices presented on our Website must appear on all copies you print. Other non-Panoply products, services, or company designations on our Website belong to third parties and may be mentioned on our Website for identification purposes only. You should contact the appropriate third party for more information regarding such designations and their registration status. Your use and access of our Website does not grant you any license or right to use any of the marks included on our Website.
3. Termination
We may terminate or suspend access to our Website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, class action waivers and binding arbitration provisions.
4. Use of Website
Your access and use of our Website is conditioned upon your acceptance of our Terms. You will be responsible for all use of our Website by you, anyone using your password and login information, IP address, or credentials (with or without your permission) and anyone whom you allow to access any and all of your devices having the capacity to access the Internet. All information that you provide to us must be accurate and up-to-date (if applicable). If any of your information changes, you must immediately update it. If you have reason to believe that your account is no longer secure (e.g., loss, theft or unauthorized disclosure or use of your information or computer or mobile device used to access our Website), you must promptly notify Us, change your account information and monitor any of your personal information that may be affected.
5. Disclaimer of Warranty
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PANOPLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, PANOPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PANOPLY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
6. Changes to these Terms and Conditions of Use
We may change the Website and these Terms at any time, in our sole and absolute discretion and without notice to you. You are responsible for remaining knowledgeable about these Terms. Your continued use of our Website constitutes your acceptance of any changes or modifications to our Terms and any changes will supersede all previous versions of the Terms. Unless otherwise specified herein, all changes to these Terms apply to all users. In the event that Panoply makes any future changes to these Terms, you may be notified by email (if you have provided Us with an email), and a notice will be posted at the top of the Website.
7. No Relationship Between Parties
Nothing contained in these Terms shall be deemed to constitute either party as the agent of the other party or both parties as joint venturers or partners for any purpose.
8. Limitation of Liability
PANOPLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF PANOPLY, EVEN IF PANOPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PANOPLY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF PANOPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PANOPLY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND PANOPLY'S REASONABLE CONTROL.
THE SERVICES MAY BE USED BY YOU TO ACCESS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT PANOPLY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PANOPLY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON PANOPLY’S CHOICE OF LAW PROVISION SET FORTH BELOW.
9. Indemnification
You agree to indemnify and hold Panoply and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party.
10. BINDING ARBITRATION AND CLASS ACTION WAIVER
By agreeing to these Terms, you agree that you are required to resolve all claims, except those set forth herein, that you may have against Panoply on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Panoply, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated or representative action brought against Panoply by someone else.
You and Panoply agree to arbitrate all disputes between you and Panoply or its affiliates, except disputes relating to the enforcement of Panoply’s or its affiliates’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and Us concerning the Services or these Terms of Use, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and Panoply empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms of Use, including the arbitrability of any dispute and any claim that all or any part of these Terms of Use are void or voidable.
In the event of a dispute, you or Panoply must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. You must send any notice of dispute to Panoply Prime LLC, 110 East 42nd Street, 16th Floor, New York, NY 10017. We will send any notice of dispute to you at the contact information that we have for you. You and Panoply will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or We may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.
If you and Panoply do not resolve the dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.
Unless the arbitrator finds that the arbitration was frivolous or brought for an improper purpose, Panoply will pay all filing, AAA, and arbitrator’s fees and expenses. You and Panoply agree to pay their own attorneys’ fees. Arbitration shall be initiated and take place at a reasonable location agreed to by the parties in the Borough of Manhattan, New York county, New York, and you and Panoply agree to submit to the personal jurisdiction of the state and federal courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Panoply will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.
11. Choice of Law
These Terms shall be governed by and construed exclusively in accordance with the substantive and procedural laws of the state of New York, excluding New York’s conflict of law provision and New York’s choice of law provision that would otherwise result in the application of a different state’s substantive and procedural laws.
12. No Implied Waiver
If we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches, regardless of the length of time for which such failure continues. Such failure shall not be construed as consent or waiver, express or implied, to your breach or anyone else’s breach of these terms, and Farm Cut retains the right to demand strict compliance and/or seek any and all remedies available in law or equity.
13. Assignment
You may not assign these Terms without Panoply's prior written approval. Panoply may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Panoply's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
14. Severability
Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law, and if any provision of these Terms is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and these Terms will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.
15. Entire Agreement
These Terms constitute the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersedes and merges into itself any and all other prior and contemporaneous negotiations, e-mails, communications, agreements and understandings, both written and oral, between the parties.
16. Notices
Panoply may deliver notice to you under these Terms by means of email, a general notice posted on the Website, or by written communication delivered by first-class U.S. mail to the address that you have provided to Panoply. You may give notice to, or submit comments, questions or complaints to Panoply at any time via email or by letter delivered by first-class mail, postage prepaid, or overnight courier to the following address:
Panoply Prime LLC
Attn: Legal Department
110 E 42nd Street, 16th FL
New York, NY 10017