Terms and Conditions
The following Terms and Conditions (“Agreement”) describe the terms and conditions that apply to the use of SUMMIT Gift Cards that are sold or issued to purchasers in the United States as described herein. This Agreement is between you and the holder of a SUMMIT Gift Card (the “Cardholder”) on the one hand, and SUMMIT OVA Tenant LLC. d/b/a SUMMIT One Vanderbilt (“SOV”) on the other hand. By purchasing, accepting, using or gifting at purchase a SUMMIT Gift Card, you agree that you and the Cardholder are bound by this Agreement. If you do not agree with this Agreement, do not purchase, use or accept any SUMMIT Gift Cards.
IMPORTANT: This Agreement includes resolution of disputes by arbitration instead of in court and a class action waiver.
Initial Dispute Resolution Period: Our customer support department (contact center) is available at 1-877-682-1401 to address any concerns you may have regarding the Site or the products or services available on the Site or SOV NY. Most concerns are quickly resolved in this manner to our customers' satisfaction. In an effort to accelerate resolution and reduce the cost of any Dispute between us, you and we agree to first attempt to negotiate any Dispute informally for at least sixty (60) days before either party initiates any arbitration or court proceeding (the “Initial Dispute Resolution Period”). That period begins upon receipt of written notice from the party raising the Dispute. If we have a dispute with you, we will send the notice of that Dispute to your billing address and/or email address you have provided to us. If you have a dispute with us, you agree to send us a written notice by certified mail of your claim, addressed to: SUMMIT One Vanderbilt 420 Lexington Avenue, New York, NY 10170. A notice of Dispute will not be valid, and will not start the Initial Dispute Resolution Period, and will not allow you or us to later initiate a lawsuit or arbitration, unless it contains all of the information required by this paragraph: (a) description of the nature of the claim or dispute and the underlying facts; (b) date upon which the Dispute arose; (c) the specific relief sought; and (d) name, email address, and physical mailing address of the party seeking relief. The Initial Dispute Resolution Period must include a conference between you and us to attempt to informally resolve any Dispute in good faith. You will personally appear at the conference telephonically or via videoconference; if you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same conference unless all parties agree. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating an arbitration or litigation. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph. If either party violates this Initial Dispute Resolution Period paragraph, a court of competent jurisdiction has the authority to enjoin the prosecution of the arbitration or court proceeding, and, unless prohibited by law, the arbitration provider shall neither accept nor administer any such arbitration nor assess fees in connection with such arbitration.
Binding Arbitration. If you and we do not reach an agreement to resolve the Dispute following the Initial Dispute Resolution Period (and including the conference of the parties provided in the preceding paragraph), you or we may commence an arbitration proceeding. The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (the “AAA Rules”) and in accordance with the Expedited Procedures ("AAA Expedited Procedures”) in the AAA Rules, which are available at https://www.adr.org/Rules, unless it is a Mass Arbitration before NAM, as defined below. If, for any reason, AAA is unable to provide the arbitration, then except as otherwise stated below, you or we may file a Dispute with any national arbitration company that handles consumer arbitrations following procedures that are substantially similar to the AAA Expedited Procedures in the AAA Rules.
Process. In order to initiate arbitration following the conclusion of the Initial Dispute Resolution Period, a party must provide the other party with a written demand for arbitration and file the demand with the applicable arbitration provider. A party initiating an arbitration against SOV must send the written demand for arbitration to SUMMIT One Vanderbilt 420 Lexington Avenue, New York, NY 10170. By signing the demand for arbitration, the party and its counsel certifies to the best of the party’s and counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery; and (iv) the party has complied with the Initial Dispute Resolution Period, including participation in an in-person conference, as described above. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
Location & Hearing. Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. In such instances, the location of an arbitration hearing will be decided pursuant to the AAA Rules.
Arbitrator’s Decision. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law. The decision of the arbitrator shall be final and binding on you and us, and any award of the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall determine the scope and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitrator has authority to decide all issues of validity, enforceability or arbitrability. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties adopt and agree to implement the AAA Optional Appellate Arbitration Rules (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
Fees. Your and our right to recover attorneys’ fees, costs and arbitration fees shall be governed by the laws that apply to the parties’ Dispute, as well as any applicable arbitration rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon showing that the other party has asserted a claim, cross-claim, defense, or procedural tactic that is groundless in fact or law, brought in bad faith, for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
Mass Arbitration Before NAM. Notwithstanding the parties’ decision to have arbitrations administered by AAA (and subject to the exceptions otherwise set forth in the “Exceptions to Binding Arbitration” paragraph), if 25 or more demands for arbitration by different persons are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that this will constitute a “Mass Arbitration.” If a Mass Arbitration is commenced, you and we agree that it shall not be governed by AAA Rules or administered by AAA. Instead, a Mass Arbitration shall be administered by National Arbitration and Mediation (“NAM”), a nationally recognized arbitration provider, and governed by the NAM Rules in effect when the Mass Arbitration is filed, excluding any rules that permit arbitration on a class-wide basis (the “NAM Rules”), and under the rules set forth in this Agreement. The NAM Rules are available at https://namadr.com/resources/rules-fees-forms/or by calling 1-800-358-2550. You and we agree that the Mass Arbitration shall be resolved using NAM’s Supplemental Rules for Mass Arbitration Filings, available at https://www.namadr.com/. Before any Mass Arbitration is filed with NAM, you and we agree to contact NAM jointly to advise that the parties intend to use NAM’s Supplemental Rules for Mass Arbitration Filings. The individual demands comprising the Mass Arbitration shall be submitted on NAM’s claim form(s) and as directed by NAM. You and we agree that if either party fails or refuses to commence the Mass Arbitration before NAM, you or we may seek an order from NAM compelling compliance and directing administration of the Mass Arbitration before NAM. Pending resolution of any such requests, you and we agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. If for any reason the provisions in this Mass Arbitration Before NAM paragraph are found to be unenforceable, or if for any reason NAM declines to administer the Mass Arbitration, then the Disputes comprising the Mass Arbitration shall be administered by AAA consistent with the provisions of the Dispute Resolution Section of this Agreement.
Appointment of Procedural Arbitrator in Mass Arbitration. You and we agree to cooperate in good faith to implement the Mass Arbitration process to minimize the time, filing fees, and costs of the Mass Arbitration. Those steps include, but are not limited to (1) the appointment of a Procedural Arbitrator to efficiently and cost-effectively manage the Mass Arbitration and to rule on proposals by the parties for the efficient and cost-effective management of the Mass Arbitration to the extent the parties cannot agree; and (2) the adoption of an expedited calendar for the arbitration proceedings. If the parties are unable to agree upon a Procedural Arbitrator within fourteen (14) days of delivery of the commencement of the mass arbitration, then NAM will appoint the Procedural Arbitrator in accordance with the NAM Rules.
Exceptions to Binding Arbitration. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may invoke the following exceptions to arbitration:
Provisional remedies in aid of arbitration. Either party may seek provisional remedies in aid of arbitration and to enforce the Initial Dispute Resolution Period from a court of appropriate jurisdiction, subject to the forum selection provisions below.
Intellectual Property and Trade Secret Disputes. Either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, piracy, moral rights violations, trademark infringement, and/or trade secret misappropriation, subject to the forum selection provisions below.
Small Claims Court. Either party may seek relief in a small claims court for any individual disputes or claims within the scope of that court's jurisdiction. If an arbitration is filed, before the arbitrator is formally appointed either party can send written notice to the opposing party and the applicable arbitration provider that it wants the case decided by a small claims court, after which the arbitration provider may close the case, in which instance no filing fees shall be due or payable by either party. Any disagreement about whether a Dispute is subject to small claims court shall be decided by small claims court or a court of competent jurisdiction, not the arbitrator.
Class and Collective Action Waiver. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND WE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION OR COLLECTIVE ACTION OR CLASS ARBITRATION.
Statute of Limitations. To the fullest extent allowed by low, you and we agree that if any Dispute has a statute of limitations in excess of two years, such Dispute must be filed within two years after the Dispute accrued or it will be forever barred.
Forum. To the fullest extent allowed by low, you and we agree to submit to the exclusive jurisdiction of any state or federal court located in New York County, New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts for any Dispute not subject to binding arbitration.
Severability. If any provision in this Disputes, Arbitration and Class Action Waiver Section of this Agreement is found to be unenforceable, that provision shall be severed with the remainder of this Section of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or collective actions as provided for above. This means that if the prohibition against class or collective actions is found to be unenforceable with respect to a particular claim or request for relief and any appeals have been exhausted (or if the decision is otherwise final), then such claim or request for relief shall proceed in a court of competent jurisdiction, but it shall be stayed pending arbitration of all other claims and requests for relief.