Terms of Service
Terms of Service
Effective date: May 3, 2024
Welcome to Prior World. Please read on to learn the rules and restrictions that govern your use of our Services (defined below). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Email: hello@priorworld.com
Phone: +1 212 619 0352
Address: 138 West 25th Street , New York, 10001
These Terms and Conditions (the "T&Cs") are a binding contract between you and PRIOR, Inc. ("Prior," "we" and "us"). Your use of the Services in any way means that you agree to all of these T&Cs, and these T&Cs will remain in effect while you use the Services. These T&Cs include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions ("Additional Terms"), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
Please read these T&Cs carefully. They cover important information about Services provided to you, our use of Suppliers (defined below) and other third parties, and any cancellations and refunds and charges and fees we bill you. These T&Cs include information about future changes to these T&Cs, automatic renewals,** limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING T&CS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.**
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
By requesting, accessing, using or obtaining the Services through our website, mobile application or agents, you acknowledge and agree, on your behalf and on behalf of those persons identified, if any, in any request for Services that you submit, that:
(i) you have read these T&Cs and agree to be bound by them (in their then current form);
(ii) you are at least 18 years of age (or, if different, the age of majority); and
(iii) if you are requesting Services on behalf of others, you have the authority to legally bind those persons, including the assumption of all obligations on their behalf, and are solely responsible for informing such persons about the T&Cs applicable to the Services you have requested on their behalf.
If you do not accept all of these T&Cs without modification, please do not access or use the Services.
You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.
Changes to these T&Cs
We reserve the right to modify, revise or update these T&Cs, at any time, and if we do, we will place a notice on our website located at https://www.priorworld.com, send you an email, and/or notify you by some other means. You have the obligation to review these T&Cs from time to time when you access or re-access the website. Your continued use of our Services, following a change to these T&Cs, shall be deemed acceptance of the changes.
Privacy and the Children's Online Privacy Protection Act
Prior takes the privacy of its users very seriously. For the current Prior Privacy Policy, please click here.
The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16 years of age. We do not knowingly collect or solicit personally identifiable information directly from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information directly from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have directly provided us personal information, please contact us at hello@priorworld.com.
1. Definitions
"Bespoke Trip" means a custom designed, personally tailored and curated trip which may be taken by a single Member or multiple Members or their guests. These types of trips are described in greater detail on the Platform under the "Custom Travel" link in the upper left hand corner. "Trips" or "Journeys" means a pre-designed trip for multiple Members with various components as displayed on the Platform. All travelers must participate in the Group Journeys and Ready to Book Trips as indicated. "Experience" means a curated, pre-arranged experience, including one or more components, all as listed on the Platform
"Force Majeure Event" means any event or circumstances unanticipated by, and outside of the control of, the party seeking to avoid performing its obligations under these T&Cs that makes it illegal, impossible or commercially inadvisable for that party to perform. Force Majeure Events include, but are not limited to, (actual or threatened) war, riot, civil strife, pandemic, terrorist activity, industrial dispute, technical problems with transport, machinery or equipment, power failure, natural or nuclear disaster, fire, flood, drought and adverse weather conditions that in each case occur in the location to which you or we are traveling. Travel or health advisories from the United States State Department, the United States Centers for Disease Control, the World Health Organization or similar governmental or global health authorities advising travelers to avoid or leave a particular location to which you are traveling may also constitute a Force Majeure Event.
"Member" means a current member (regardless of membership level) of PRIOR.
"Membership Fee" means the annual fee, which is the fee we charge for accessing unlimited travel planning from our Bespoke Travel Team and all PRIOR Editorial content, every year the Bespoke Membership is active. Membership Fees are non-refundable unless otherwise required by law. The Membership Fee is subject to change from one year to the next.
""Offering" or "offering" means any Bespoke Custom Trip, Group Journey, Ready to Book Trip, Experience or Vacation Rental Property (or combination thereof), that PRIOR makes available for designing and booking through the Platform.
"Platform" means our website (www. priorworld.com or any successor site), mobile website, mobile application and call center through which Services may be requested or provided.
"PRIOR" means the members-only travel club owned and operated by us.
"Services" means the information, content, products or services provided or facilitated by us pursuant to these T&Cs regarding our Bespoke Custom Travel, Group Journeys, and Ready to Book Trip offerings.
"Services Fees" means 20% of the Total Offering Price (as defined below), which are the fees we charge for designing, arranging, curating and otherwise providing Services in connection with a Bespoke Trip. Service Fees are non-refundable unless otherwise required by law.
"Subscription" means PRIOR's annual or monthly subscription service offering.
"Suppliers" means those third party vendors, suppliers, information providers and travel and leisure service providers that we work with, and contract with, on your behalf, to provide the Services.
"Total Offering Price" means the total cost of all components of the offering that we are responsible for booking on your behalf, including our Service Fees and all other service charges, surcharges, other mandatory fees charges and taxes. Please note that we may increase the Total Offering Price under certain circumstances described below without your consent.
"You" or "you" means (a) the person who requests Services from us, (b) the person whose name appears on a booking request form, (c) the person who confirms an itinerary, (d) all persons listed on a booking request or confirmed itinerary and (e) any person who is added or substituted at a later date in accordance with these T&Cs.
"Vacation Rental Property" means a property offered for rental via the Platform for leisure purposes.
2. PRIOR Membership; PRIOR Subscription
PRIOR membership entitles Members to certain benefits made available by us from time to time at our sole discretion. Membership is open to individuals in countries that legally permit participation in members-only benefit programs who are over the age of eighteen (or, if different, majority) and who have applied and been accepted into PRIOR. Membership terms and conditions, including benefit descriptions and eligibility requirements, are available by emailing membership@priorworld.com.
PRIOR Subscription entitles subscribers to two newsletters delivered digitally twice a week. In addition, subscribers will have exclusive access to PRIOR travel guides. PRIOR Subscription can be on a monthly or annual basis. If you want to cancel your Subscription, you are free to do so at any time, however all fees paid for the Subscription are non-refundable.
To become a subscriber, you may be required to sign up for an account, provide your email address and select a password, and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission.
You will not share your account or password with anyone, and you must protect the security of your account, password and any other access tools or credentials. You're responsible for any activity associated with your account.
3. Booking an Offering; Itinerary Planning for Bespoke Trips
(a) Scope of Our Relationship with You; Agency.
When planning and booking components of an Offering for you, including when you book through the Platform, we are always acting as your agent. You authorize us to act as your agent in this capacity, including assuming payment obligations on your behalf for all confirmed bookings, and you understand and agree that, through us, you are entering into a legally binding agreement with the various Suppliers that provide components of your Offering. The foregoing notwithstanding, we will collect payment for your Offering from you and will forward payment, as appropriate, to those Suppliers as required to complete your bookings on your behalf. Except as explicitly set forth in this Agreement, and as more particularly discussed below, we disclaim all liability for the acts or failures to act of those Suppliers, as well as for your acts or failures to act.
(b) Booking and Confirming Your Trip.
(i) Bespoke Trips/Custom Travel.
If you are a Member, as part of our provision of Services, we will work with you to design Bespoke Trips, All Bespoke Trips require a minimum night stay of 4 nights in order to accept the inquiry and are all-inclusive; Members cannot book standalone services, such as hotels, private transfers or a one-off experience. Once a Bespoke Trip is designed, we will email you a proposed itinerary, which will include the Total Offering Price. If you agree to the itinerary, you must confirm it in writing to us via return email to the email address from which the itinerary was sent or any other email we provide for that purpose. If you do not agree to the itinerary, please contact your travel planner so we can work with you to adjust your itinerary. We will send revised proposed itineraries as needed. Once you agree to an itinerary and pay the required deposit or other amounts, pending availability, the itinerary will be "confirmed," and will become a binding part of this Agreement without modification (except as permitted in these T&Cs) so please be sure to make any special requests while we are working with you to develop the itinerary.
(ii) Inquiring About an Offering; Booking an Offering.
Certain Offerings may require you to inquire first about availability before concluding the booking; others will be bookable in real-time. In the former case, the Platform will indicate "Click to Inquire," or similar language, in the latter, the Platform will indicate "Book," "Book Now," "Reserve Your Spots" or similar language. For inquiry-only Offerings, we will notify you via the Platform if your requested Offering is available over the dates you have requested. If you "Click to Inquire," click "Book" or "Reserve Your Spots" (or similar function), you are indicating (i) that you have read and agree to all the terms and conditions listed in connection with that Offering; (ii) without limiting the foregoing, you agree to pay the Total Offering Price and (ii) that you want to book the applicable Offering without modification; please do not do so if this is not the case. Certain Offerings may have flexible dates—please follow the instructions on the Platform to indicate your desired dates, whether inquiring about a Vacation Rental Property or Experience or other Offering. For clarity, if you buy any Group Journey, Ready to Book Trip or Vacation Rental Property via the Platform (or by phone or email), once we receive the required deposits and other amounts set forth below, your booking will be confirmed and become a binding part of this Agreement.
(iii) Finalizing Bookings; Availability.
For clarity, and as indicated in the previous Sections, we will not make any bookings on your behalf until we receive the required deposits set forth in Section 3(e) below, whether paid via the Platform or otherwise (for Bespoke Trips). Therefore, Offering components available as of the date we send you the proposed itinerary may not be available when you confirm it and pay your deposit. As availability may change quickly, the sooner you confirm your itinerary and pay your deposit, the sooner we will be able to book on your behalf and the less likely it is Offering components will become unavailable. If certain components of your Offering have become unavailable by the time you pay your deposit, we will notify you and work with you to suggest and provide alternatives. If you decide not to participate in the Offering after we notify you that certain components are not available, we will refund any deposit you have paid us as required below.
(c) Accuracy
(i) You are solely responsible for the accuracy and completeness of all information you provide to us, including the names, ages, email addresses and other information we request, of all persons traveling in your party, desired dates of travel and the full details of any travel arrangements that you make yourself that may affect your Offering. We will not be responsible for any inaccurate or incomplete information you give us or for the effect of this on your confirmed itinerary. Any expenses or charges we incur in amending any confirmed itinerary as a result of such inaccurate or incomplete information will be your sole responsibility, and we will not be responsible for any inconvenience, loss or damage you suffer as a result. You represent and warrant to us that you have the right and all necessary permissions to provide us any such information about people other than yourself.
(ii) We try to ensure that all the information and prices both on our Platform and in our proposed itineraries are accurate; however, occasionally changes and errors occur and we reserve the right to correct prices and other details in such circumstances before you confirm your itinerary or correct obvious errors whenever they are discovered. We will notify you in writing of any such changes and may issue a revised proposed itinerary for your consideration including, if applicable, a revised Total Offering Price. PLEASE NOTE THAT CERTAIN INCREASES IN THE TOTAL TRIP PRICE DO NOT REQUIRE YOUR CONSENT, AS DESCRIBED IN SECTION 3(f) BELOW.
(d) Special Requests; Disclosures of Medical Issues
(i) For Bespoke Trips, any special requests, requests for reasonable accommodation or modifications (or both) to the proposed itinerary should be made in writing (which can be provided via email) before you confirm your itinerary. It is our goal to make sure that all Offerings, whenever possible, are readily accessible to and usable by individuals with disabilities. This may mean including accommodations such as a particular type of hotel room, the need for wheelchair accessibility, or changes to the mode or timing of transportation. All pre-designed Offerings are initially booked without any such modification or reasonable accommodation; however, if reasonable accommodations are needed and possible, we will work with you to determine what available accommodations may work. We will try to arrange for any such special requests, accommodations or modifications to be met and made, but cannot guarantee that they will be, nor will we be liable if they are not unless (A) the request relates to accommodations we are required to make to comply with applicable laws, including regarding a medical condition or disability, and (B) we specifically confirm the special request, accommodations or modifications in writing either via email apart from the itinerary or via a new itinerary emailed to you confirming the foregoing. Unless and until specifically confirmed in writing by us, all special requests, accommodations and modifications are subject to availability and cannot be guaranteed.
(ii) Please note that if full details regarding the above are not given at the time of booking or confirmation, and are disclosed after your itinerary is confirmed, booking made, and deposit paid, we reserve the right to cancel those portions of the Offering that are affected and are unable to be accommodated when we become aware of these details. WE WILL REFUND YOU THE APPLICABLE PORTION OF THE TOTAL OFFERING PRICE BUT ONLY IF (1) WE ARE REQUIRED TO DO SO BY APPLICABLE LAWS; AND (2) SUCH AMOUNTS ARE STILL HELD BY US OR ARE REASONABLY RECOVERABLE FROM OUR SUPPLIERS.
(e) Additional Terms/Deposits
(i) Bespoke Trips.
Once you have agreed to your itinerary, we require a deposit of no less than 50% of the Total Offering Price to make your booking and confirm your itinerary. If you are booking within 90 days of the first scheduled date on the itinerary then, in our discretion, we will require a payment of (B) the Total Offering Price. We must receive the Total Offering Price at least 90 days before departure, whether as a single payment or payment of the remaining 50% of the Total Offering Price.
(ii) Group Journeys.
As indicated on the Platform, we require prepayment for all of these Offerings (ranging from 50% to 100%) to make and confirm your booking.
(ii) Ready to Book Trips.
As indicated on the Platform, we require a non-refundable $89 service charge for all of these Offerings to reserve your space. Once your trip is confirmed, which will happen within 72 hours of the initial service charge payment, you will immediately be charged the full price of the Offering.
(iv) Vacation Rental Properties.
Vacation Rental Properties will require a deposit of 50% of the Total Offering Price, if you are booking more than 60 days before your arrival date, with full prepayment of the Total Offering Price required 60 days before your arrival date.
(v) All Offerings.
Please note that if you fail to pay any amounts when due, we will treat your booking as cancelled and levy the cancellation charges, if any, set out in Section 4 below.
(f) Price Policy.
The following price policy applies to all Offerings that you may book:
(i) Your confirmed itinerary for Bespoke Trips and the information set forth on the Platform for all other Offerings will contain details of what components (i.e. flights, in-country travel, tours, hotel rooms, etc.) are included in the Total Offering Price, provided, however, we are contractually prohibited from providing you the price of each individual component. ANY ITEMS NOT LISTED IN THE ITINERARY OR ON THE PLATFORM ARE NOT INCLUDED IN THE TOTAL OFFERING PRICE AND WILL BE YOUR RESPONSIBILITY. IF A SUPPLIER BILLS US FOR GOODS AND SERVICES THAT YOU PURCHASE WHILE TRAVELING, YOU AUTHORIZE US TO CHARGE ANY SUCH AMOUNTS TO THE PAYMENT CARD, IF ANY, WE HAVE ON FILE FOR YOU. If we have no card or the submitted charges are rejected, we will issue you an invoice for such amounts, and you will pay all such amounts within the time period set forth on that invoice.
(ii) The Total Offering Price will be payable in US Dollars unless we agree otherwise.
(iii) Without limiting our ability to modify confirmed itineraries for Bespoke Trips, including Total Offering Price, as discussed in Section 4, you acknowledge and agree that we may, WITHOUT NOTICE OR YOUR CONSENT, charge you additional amounts above the Total Offering Price and you will pay them, if (i) changes are required as a result of any or all of the following; and (ii) all changes do not result in an increase in the Total Offering Price of more than 5%:
(A) Increase in transportation costs, including the cost of fuel, assessment of fuel surcharges by our transportation providers; or
(B) Increase in dues, taxes, levies, or any other governmental, quasi-governmental or facilities fees, including landing taxes, and embarkation or disembarkation fees at ports and airports.
(iv) Please note that travel arrangements are not always purchased in local currency and some apparent changes have no impact on the Total Offering Price due to contractual and other protections in place.
4. Payments; Subscription/Membership Auto-renewal & Cancellation
(a) Payments. We use third-party payment processors (each a "Payment Processor") to bill you for our Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these T&Cs. We may use Swell Commerce Corp, Stripe, Apple Inc. (Apple Pay), Google LLC (Google Pay) and/or Shopify, Inc. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to purchase a Subscription or any Offerings, you agree to pay us, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
(b) Subscription/Membership Auto-Renewal. Unless you opt out of auto-renewal, which can be done through your account settings, the Subscription and/or Membership you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription/membership term originally selected, at the then-current non-promotional rate. To change or cancel your Subscription at any time, go to your account settings. To change or cancel your Membership at any time, email membership@priorworld.com. If you terminate a Subscription or Membership, the Subscription or Membership will continue in effect until the end of your then-current term, and will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription or Membership fee paid for the then-current Subscription or Membership period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL THE APPLICABLE SUBSCRIPTION AND/OR MEMBERSHIP THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR PRIOR ACCOUNT BEFORE THE END OF THE RECURRING TERM. SUBSCRIPTIONS AND MEMBERSHIPS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND PRIOR WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Subscriptions: To cancel your subscription and all future subscription fees, email us at subscription@priorworld.com before your annual renewal date or login to your Account at www.priorworld.com and cancel before your annual renewal date. For subscriptions that are canceled within a free trial period, your cancellation will become effective immediately and you will not be charged. Once your subscription has been canceled, you will have limited access to Prior’s content. If you have any questions, please contact Prior at subscription@priorworld.com.
Memberships: To cancel your membership and all future membership fees, email us at membership@priorworld.com before your annual renewal date. Once your membership has been canceled, you will have limited access to Prior’s content. If you have any questions, please contact Prior at membership@priorworld.com.
The above methods of cancellation are subject to change.
5. Changes and Cancellations by You
(a) Changes to Bespoke Trips; Additional Charges. Please note that we are not able to accommodate changes to Group Trips, Ready to Book Trips, Experiences or Vacation Rental Properties.
If after your Bespoke Trip itinerary is confirmed but before you begin traveling, you wish to alter your arrangements, including cancelling one or more components of a multi-component Bespoke Trip, we will make every reasonable effort consistent with our established practices to assist you. REQUESTS FOR A CHANGE, INCLUDING CANCELLATION, MUST BE MADE IN WRITING TO US AND NOT OUR SUPPLIERS. For clarity, you will be responsible for any increases in the price of Bespoke Trip components (and therefore, the Total Offering Price) arising out of your requested changes that we are able to facilitate —e.g. changing from one hotel to a more expensive hotel, requesting helicopter transportation rather than ground transportation, etc. Of course, we will disclose all such increases to you before we book them and you must approve them by email to us. Depending on the changes you request, Suppliers may impose additional charges (over which we have no control) to complete the requested modifications (e.g. cancellation and rebook fees, service charges, labor overage for off-hours work, etc.) (together, "Third-Party Charges") such that your Total Offering Price may increase. We will disclose to you all such Third-Party Charges known to us before we book the requested modifications and you must indicate your agreement to them via email to us. YOU WILL BE SOLELY RESPONSIBLE FOR PAYING ALL AMOUNTS OVER THE INITIAL TOTAL OFFERING PRICE FOR ADDITIONAL OR AMENDED COMPONENTS AND ALL THIRD-PARTY CHARGES TO WHICH YOU HAVE AGREED. YOU AUTHORIZE US TO ALLOCATE A PORTION OF ANY REMAINING DEPOSIT STILL HELD BY US (AND NOT YET PAID TO SUPPLIERS ON YOUR BEHALF) TO PAY ANY THIRD-PARTY CHARGES TO ACCOMMODATE YOUR REQUESTED CHANGES.
(b) Cancellations; Cancellation Charges; Refunds; Credits.
Subscription: If you want to cancel your Subscription, you are free to do so at any time, however all fees paid for the Subscription are non-refundable.
Membership: If you want to cancel your Membership, you are free to do so at any time, however all membership fees paid for the Membership are non-refundable.
Offerings: If you want to cancel your entire Offering, you must notify us in writing. If you cancel a confirmed Offering, you will owe us the following cancellation fees ("Cancellation Charges") as liquidated damages and not as a penalty, which you agree are a reasonable estimate of the harm we will suffer if you cancel your Offering. A portion of your total Cancellation Charges reflect (1) our Service Fees; and (2) the cancellation policies and associated charges of our individual Suppliers and you authorize us to allocate all or a portion of your Cancellation Charges to the payment of such Third-Party Charges. Supplier cancellation policies and charges will vary by Supplier; please let us know if you have particular questions about a particular Supplier's cancellation policy. Please note that if we incur additional charges for your cancellation, the Cancellation Charges will increase to compensate us for those charges:
Bespoke Trips:
If cancellation notice is received:
- More than 90 days from first scheduled date on confirmed itinerary: cancellation charges as a percentage of total offering price will be 20%
- Within 90 days of first scheduled date on confirmed itinerary: cancellation charges as a percentage of total offering price will be 50%
- Within 45 days of first scheduled date on confirmed itinerary: cancellation charges as a percentage of total offering price will be 75%
- Within 30 days of first scheduled date on confirmed itinerary: cancellation charges as a percentage of total offering price will be 100%
Group Journeys:
All payments are non refundable. For specific terms and conditions, please refer to your designated trip page for more details. In the event that PRIOR cancels or changes the dates of your departure, you will be entitled to apply any payments made to a future group journey or custom bespoke trip.
Ready-to-Book Trips:
At time of booking, we collect a service charge of $89 which is non-refundable unless we subsequently determine that the trip is unavailable based on your selected dates and party size, in which case you will be refunded the service charge in full and will not be charged for the remaining balance. Once your trip is confirmed (which will be within 72 hours of providing your payment information), you will be charged the remaining balance of the trip’s total cost within 72 hours.
In the event that post-Confirmation you have to cancel your trip you will be reimbursed to the original payment in accordance with the below:
–Within 60 days or more from the start of your trip, 100% of the total trip cost less the $89 service fee –Between 59 and 32 days from the start of your trip, 50% of the total trip cost less the $89 service fee –Within 31 days or less from the start of your trip, 0% of the total trip cost (no refund)
In the event that PRIOR cancels your Ready-to-Book Trip you will be entitled to a full refund.
The order and timing of activities within a Ready-to-Book Trip are subject to change depending on availability and weather conditions. We will do our best to ensure that the activities are offered in the order that the Ready-to-Book Trip was originally presented. If a specific experience on your trip should not be available at the time of reservation request, we will reach out to you before confirming and charging you for your booking.
Experiences:
Unless otherwise indicated in the specific terms relating to an Experience that are set forth on the Platform, you may cancel an Experience up to 15 days before the Experience begins and receive a 50% refund of the Total Offering Price.
Vacation Rental Properties:
Individual Vacation Rental Properties have difference cancellation policies and are indicated on the Platform in the description of that Vacation Rental Property; please review the cancellation policy for the Vacation Rental Property you booked.
Cancelling your Offering may also entitle you to refunds of, or credits for, deposits previously paid by you allocated to Suppliers depending on the timing of your cancellation and the cancellation policy of the applicable Suppliers. Upon receipt of your cancellation notice, we will (i) refund any previously paid deposit still held by us (and not yet paid to Suppliers on your behalf), and, for Bespoke Trips, less our Services Fees; (ii) notify the applicable Suppliers; and (iii) work with you over a reasonable period (not to exceed 2 weeks) to pursue any available refund or credit issued by such Suppliers. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO RESPONSIBILITY OR LIABILITY FOR (iv) REFUNDING DEPOSITS OR OTHER AMOUNTS PAID TO A SUPPLIER ON YOUR BEHALF AND THAT ANY SUCH REFUND OR CREDIT SHALL BE PROVIDED SOLELY BY THE SUPPLIER AND (v) ADVICE OR DIRECTION THAT WE MAY PROVIDE WITH REGARD TO REFUNDS OR CREDITS, INCLUDING, WITHOUT LIMITATION, THE VALUE OF CREDITS OR THE VIABILITY OF SUPPLIERS THAT PROVIDE THEM. YOU FURTHER AGREE NOT TO SEEK TO AVOID CREDIT CARD CHARGES (I.E., CHARGEBACKS) FOR REFUNDS OR OTHER AMOUNTS THAT YOU ARE NOT OTHERWISE ENTITLED TO RECEIVE UNDER THE TERMS OF THIS AGREEMENT. As indicated above, specific cancellation terms and conditions for certain Offerings may be found on the Platform, the applicable Supplier's website, your itinerary, and/or your booking confirmation. You authorize us to allocate a portion of any remaining deposit still held by us (and not yet paid to suppliers on your behalf) or any Supplier refund you might receive to pay any Supplier cancellation charges to fulfill your cancellation request.
(c) Rebooking.
Should you wish to cancel an Offering and re-book an alternative, we will consider this a cancellation. If you cancel a Bespoke Trip, as indicated above, we will retain our Services Fees. For all Offerings, you may owe Suppliers the cancellation charges set forth in this Section. However, we may, in our sole and absolute discretion, agree to transfer some or all of the deposits previously paid by you and still in our possession (and not yet paid to Suppliers on your behalf), less any cancellation charges, to the alternative booking. The full applicable deposit for the alternative Offering must be paid at the time of re-booking as any monies transferred can only be used against the balance (after application of the deposit) of the alternative Offering cost.
6. Changes and Cancellations by Us
(a) Generally. While we will always try to avoid alterations and cancellations of all confirmed itineraries, to the maximum extent permitted by applicable laws, we reserve the right to do so as more particularly discussed in this Section and elsewhere in these T&Cs.
(b) Material Changes or Cancellation before First Scheduled Date.
(i) Circumstances (excluding Force Majeure Events, which are discussed in Section 7 below) may require us to make a material change to or cancel your confirmed itinerary or change a material component of your confirmed itinerary prior to the Offering. Material changes may include, without limitation, a change of destination or a change to a lower official classification of accommodation for the entire Offering or a significant part of the time you are on your Offering or substitution of an activity that constitutes an essential part of your Offering. In the case of a cancellation or material change, we will make all reasonable efforts to notify you as soon as practically possible and, if there is such a material change, offer you the following alternatives. Please remember that, as indicated elsewhere, our Services Fees are non-refundable for Bespoke Trips, regardless of which alternative you select below. Also, you must notify us of your choice regarding material changes or cancellation within 7 DAYS OF OUR NOTICE:
(A) accept the proposed modifications, including any resulting increase or decrease in the Total Offering Price. If the Total Offering Price increases, you agree to promptly pay the increase. If the Total Offering Price decreases, you will receive (A) a pro rata refund of any previously paid deposit still held by us (and not yet paid to the applicable Supplier on your behalf) for the modified component (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation policy);
(B) cancel the applicable Offering component and receive (A) a pro rata refund of any deposit still held by us (and not yet paid to the applicable Supplier on your behalf) for the canceled component and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation policy);
(C) purchase an alternative Offering of a similar standard to that originally purchased or booked. If the new Total Offering Price is more than the original Total Offering Price, you agree to promptly pay the difference. If the Total Offering Price is less than the original Total Offering Price, you will receive (A) a refund of any previously paid deposit still held by us (and not yet paid to Suppliers on your behalf) for the original Offering and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation policy); or
(D) cancel your Offering entirely and receive (A) a refund of any previously paid deposit still held by us (and not yet paid to Suppliers on your behalf) for the canceled Offering and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation policy).
In the case of a cancellation, we will offer you the following alternatives:
(E) purchase an alternative Offering of a similar standard to that originally purchased or booked. If the new Total Offering Price is more than the original Total Offering Price, you agree to promptly pay the difference. If the Total Offering Price is less than the original Total Offering Price, you will receive (A) a refund of any previously paid deposit still held by us (and not yet paid to Suppliers on your behalf) for the canceled Offering and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation policy); or
(F) accept the cancellation without re-booking and receive (A) a refund of any previously paid deposit still held by us (and not yet paid to Suppliers on your behalf) for the canceled Offering and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the Supplier's cancellation policy).
(ii) If you fail to notify us within the required 7 day period after receiving notice of a material change or cancellation, we will assume that (A) in the case of material changes, you have chosen to decline the change and will consider your Offering (or the applicable Offering component, as you and we agree) cancelled under the terms set forth above or (B) in the case of cancellation, you have chosen to accept the cancellation and not re-book your Offering under the terms set forth above.
(iii) YOU ACKNOWLEDGE AND AGREE THAT IN THE CASE OF A MATERIAL CHANGE OR CANCELLATION, WE HAVE NO RESPONSIBILITY OR LIABILITY FOR (A) REFUNDING DEPOSITS OR OTHER AMOUNTS PAID TO A SUPPLIER ON YOUR BEHALF AND THAT ANY SUCH REFUND OR CREDIT SHALL BE PROVIDED SOLELY BY THE SUPPLIER, (B) REFUNDING OR OBTAINING REFUNDS OR CREDITS FOR DEPOSITS OR OTHER AMOUNTS PAID BY YOU FOR PRODUCTS OR SERVICES (E.G., AIRFARE) BOOKED DIRECTLY BY YOU OR (C) ADVICE OR DIRECTION THAT WE MAY PROVIDE WITH REGARD TO REFUNDS OR CREDITS, INCLUDING, WITHOUT LIMITATION, THE VALUE OF CREDITS OR THE VIABILITY OF SUPPLIERS THAT PROVIDE THEM. YOU FURTHER AGREE NOT TO SEEK TO AVOID CREDIT CARD CHARGES (I.E., CHARGEBACKS) FOR REFUNDS OR OTHER AMOUNTS THAT YOU ARE NOT OTHERWISE ENTITLED TO RECEIVE UNDER THE TERMS OF THIS AGREEMENT.
(c) Material Changes after First Scheduled Date (Including During the Offering). If after you depart, it becomes apparent that a material change (as described above) to the arrangements you have booked will be required because the arrangements cannot be provided as booked, we will make suitable alternative arrangements at no extra cost to you and will, where appropriate and provided that the change in your arrangements has not been caused by a Force Majeure Event, work with you to obtain the difference in value between the arrangements you should have received and the alternative arrangements made via any available refund or credit issued by the applicable Suppliers. In particular, because we neither own nor control the accommodations that you may use, it is possible on rare occasions that we may be advised that your reserved accommodation is not available when you arrive at your destination. In this event, we will endeavor to secure accommodation of at least the same standard in that destination. If only a lower standard is available, you will receive any available refund or credit issued by the applicable Supplier (as determined by the applicable Supplier's booking terms and conditions) to account for the lower standard.
(d) Non-Material Changes. We may also need to make certain non-material changes to your confirmed itinerary or booking before or during your Offering. Non-material changes may include, without limitation, changing the timing of certain activities without affecting the overall length of the Offering, changing a hotel to a comparable hotel (without additional cost to you) or substituting one activity for a comparable activity (again, without additional cost to you). In such case, we will notify you as soon as reasonably possible and, in any case, sufficiently in advance for you to arrive on time at any changed activities. If the non-material change is made before your Offering begins, we will try to notify you before the first scheduled date, although you acknowledge and agree that we are not obliged to do so and we will have no further liability to you.
(e) Other Cancellations. Please note that we may cancel your Offering or any component of your Offering if you act in such a way as to pose a threat to the safety or enjoyment of other guests or their property, as more particularly discussed in Section 8(g) below. If we cancel a portion of your Offering for this reason, YOU WILL NOT BE ENTITLED TO A REFUND OR CREDIT FOR ANY PREVIOUSLY PAID AMOUNTS.
(f) For Residents of the State of California. If we cancel your Offering (or any component of your Offering), where you are not at fault and you have not canceled your Offering or any component thereof in violation of this Agreement, we will promptly refund all funds you have paid to us for Services not provided unless you advise us otherwise in writing, after cancellation. Please note: this provision does not apply where we have already remitted payment to a transportation Supplier or other registered wholesale seller of travel and we have not received a refund from those Suppliers and also where such Supplier(s) defaults in providing the agreed-upon transportation or service. In this situation, we will provide you with a written statement accompanied by bank records establishing the disbursement of the payment, and if disbursed to a wholesale seller of travel, proof of current registration of that wholesaler.
(g) For Residents of the State of Washington. IF WE CANCEL TRANSPORTATION OR OTHER SERVICES TO BE PROVIDED AS PART OF YOUR OFFERING, WHERE YOU ARE NOT AT FAULT, ALL FUNDS YOU HAVE PAID TO US FOR SERVICES NOT PERFORMED IN ACCORDANCE WITH THIS AGREEMENT WILL BE REFUNDED WITHIN THIRTY DAYS OF RECEIVING THE FUNDS FROM THE SUPPLIER WITH WHOM THE SERVICES WERE ARRANGED, OR IF THE FUNDS WERE NOT SENT TO THE SUPPLIER, WE WILL RETURN THE FUNDS TO YOU WITHIN FOURTEEN DAYS AFTER CANCELLATION UNLESS YOU REQUEST THAT WE APPLY THE MONEY TO ANOTHER ACTIVITY OR TRIP.
(h) For Residents of the State of Illinois. If we cancel transportation services through no fault of your own, all sums you have paid to us for transportation services not provided in accordance with this Agreement will be, unless you request otherwise in writing, promptly refunded to you.
7. Required Insurance
(a) Generally. Please note that it is a condition of our final confirmation of your itinerary or booking and provision of your Offering with us that you and all named persons on your itinerary procure insurance at the time of, or prior, to booking, and it is your responsibility to do so. Travel insurance should be adequate to your needs and provide coverage for, at a minimum, personal injury, death, medical and repatriation costs in the countries that you intend to visit, together with coverage for loss of baggage and valuables, personal liability, delays, cancellations, curtailment of transportation facilities, missed departures and legal expenses for the entire duration of your Offering. You agree to provide us evidence of your required travel insurance upon our request. OUR LIABILITY TO YOU IS LIMITED BY THE INSURANCE YOU ARE REQUIRED TO CARRY AND THIS REQUIREMENT IS A MATERIAL PART OF THE AGREEMENT BETWEEN YOU AND US.
(b) Additional Insurance. Please note that special or additional insurance may be advisable if you intend to scuba dive or undertake any other dangerous sports activities that may not be covered by your general travel insurance. If you are interested in participating in such activities, we strongly recommend that you purchase additional coverage.
(c) Disclaimer of Liability. We will not be responsible or liable if you fail to purchase insurance in violation of this Agreement, purchase inadequate insurance or if you fail to notify your insurance company of any factors affecting your particular requirements for coverage.
8. Force Majeure
(a) Neither you nor we will be considered in breach of this Agreement (nor will you or we be liable to the other for damages) if you or we fail to perform (or timely perform) our obligations hereunder, excluding your payment obligations, to the extent such failure is caused by a Force Majeure Event. This includes damages for any component of your Offering that cannot take place due to a Force Majeure Event prohibiting one or more Suppliers from providing their products or services.
(b) If a Force Majeure Event prohibits you from attending or participating in one or more components of your Offering, we will make every reasonable effort consistent with our established practices to (i) find a suitable substitute; or (ii) if we are not able to do so, provide you (A) a pro-rata refund of any deposit still held by us (and not yet paid to the applicable Supplier on your behalf) and (B) any available refund or credit issued by the applicable Supplier (as determined solely by the applicable Supplier's cancellation and force majeure policies).
9. Additional Responsibilities
(a) Other Arrangements. You are responsible for purchasing any flights, other transportation, hotel rooms or other accommodations, and meals and other services or arrangements that are not booked with or through us as part of an Offering that, (i) you require to participate in the Offering, including participating in all activities listed in the confirmed itinerary or booking; or (ii) you may otherwise want. Full details of any travel or other arrangements that you make in conjunction with your Offering (such as flights, hotels and/or transfers) that are not booked with or through us must be given to us as soon as possible.
(b) Offering Components. You are solely responsible for checking in for flights at the correct time (whether booked through us or otherwise) and for presenting yourself to take up all pre-booked components of your Offering. We will not accept responsibility for clients missing flights or activities as a result of late check-ins or failure to arrive at the arranged time and no credit or refunds will be given if you fail to take up any component of your Offering. No credit or refunds will be given for lost, mislaid or destroyed travel documents.
(c) Supplier Terms and Conditions. You acknowledge and agree that your use of, or participation in, certain goods and services that may comprise your Offering may be subject to separate terms, conditions, waivers or other agreements with the relevant owner or operator. You agree to familiarize yourself with, and abide by, such agreements and acknowledge that your violation of any such agreements may result in cancellation of your booking, in you being denied access to, or participation in, the relevant good or service and you forfeiting monies paid for such bookings. Please contact us if you have questions or difficulty locating any such terms and conditions.
(d) Passport, Visa and Immigration Requirements and Health Formalities. It is your responsibility to check and fulfil the passport, visa, health and immigration requirements applicable to your Offering, including any required or recommended vaccinations. You must check requirements for your own specific circumstances with the relevant governmental agencies, embassies or consulates and your own doctor as applicable. Requirements do change and you must check the up to date position in good time before departure. Most countries now require passports to be valid for at least 6 months after your return date. IF YOUR PASSPORT IS IN ITS FINAL YEAR, YOU SHOULD CHECK WITH THE EMBASSY OF THE COUNTRY YOU ARE VISITING TO CONFIRM YOU SHOULD STILL TRAVEL.
(e) Travel Advice. You are responsible for making yourself aware of U.S. State Department and other applicable governmental authorities' warnings in regard to the safety of the countries and areas in which you will be travelling and to make your decisions accordingly.
(f) Reviewing Documentation. As indicated above, you must check all itineraries, booking confirmations, invoices and all other documentation we send you carefully as soon as you receive them. Contact us immediately if any information that appears on any document appears to be incorrect or incomplete as it may not be possible to make changes later.
(g) Your Behavior.
(i) You agree to conduct yourself in compliance with all applicable laws, in an orderly and acceptable manner and in such a way as not to disrupt the enjoyment of other people. If, in our reasonable judgment, or that of any of our Suppliers, your behavior (including, for clarity, that of any member of your party) violates this subsection (g) or is otherwise causing or is likely to cause distress, danger or annoyance to any other person (whether our guest or not), damage to property, or significant delays or diversions of any kind, WE RESERVE THE RIGHT TO TERMINATE YOUR OFFERING WITH US, OR YOUR MEMBERSHIP (IF APPLICABLE) IMMEDIATELY. For clarity, any other individuals travelling on your itinerary or as part of your booking may continue with their Offering(s). Termination under this Section will be considered a cancellation by you, as indicated above.
(ii) If we are forced to terminate your Offering under this Section, our Suppliers and we will have no further obligations to you whatsoever and, if demanded by our Supplier, you will be required to leave your accommodation or other activity immediately. As indicated above, we will not refund any amounts to you, nor will we pay any expenses or costs you may incur as a result of such termination. Finally, you acknowledge and agree that you may also be liable for certain Claims (as defined below), including payment for loss or damage to persons or property, caused by your actions and you will be solely responsible for any legal and financial obligations associated with such Claims.
(h) Assistance with Difficulties. If you experience difficulties while on your Offering related to our Services or our Suppliers that you cannot resolve in-country or with any applicable Supplier, including if a Supplier fails to arrive or similar difficulties (other than emergency situations) , please contact us so we can make every effort to assist you. PLEASE NOTE THAT WE CANNOT ASSIST YOU WITH PASSPORT/VISA/HEALTH LEGAL REQUIREMENTS OR ANY SIMILAR ISSUES, WHICH ARE YOUR RESPONSIBILITY.
10. Messaging
As part of the Services, you may receive communications that Prior sends you (for example, via email or SMS). When providing your wireless number, you will receive a welcome message and instructions on how to stop receiving messages. By providing us with your wireless number, you confirm that you want Prior to send you information regarding your account or transactions with us, which may include Prior using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Prior, and you represent and warrant that each person for whom you provide a wireless phone number has consented to receive communications from Prior. You agree to indemnify and hold Prior harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to your breach of the foregoing.
11. Restrictions; Rights; Third Party Websites
You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Prior);
(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Prior;
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) jeopardizes the security of your account or anyone else's (such as allowing someone else to log in to the Services as you);
(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) runs 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 into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
(h) "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(i) copies or stores any significant portion of the Content; or
(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of Prior or (ii) in a way that Prior's rights.
Subject to these T&Cs, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Prior owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Prior. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Prior is not responsible for such risks.
Prior has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Prior will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Prior shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
12. Disclaimers and Limitation of Liability
Please read this Section carefully as it limits our liability to you for many times of claims.
(a) Generally. Without limiting any protections to which we may be entitled by certain international treaties, as addressed in Section 12(e) below, you specifically acknowledge and agree to the following limitations and disclaimers of our liability. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT ARE A MATERIAL PART OF THE BARGAIN BETWEEN US AND THAT WE WOULD NOT BE ABLE TO OFFER YOU THE SERVICES WE PROVIDE, ARRANGE YOUR OFFERINGS OR UNDERTAKE OUR OBLIGATIONS IN THIS AGREEMENT IN THE SAME MANNER AND FOR THE PRICES WE OFFER WITHOUT THEM.
(b) Our Obligations. As indicated above, we are not providing you the transportation, accommodation or other services that make up your Offering; our Suppliers are responsible for those components. Our sole obligations to you are to provide our Offering planning and curating Services, to act as your agent in booking components of confirmed Offerings (including, for clarity, Bespoke Trip itineraries) and to take reasonable care in the selection of Suppliers, all in accordance with these T&Cs.
(c) Suppliers. You acknowledge and agree that we neither own nor control the Suppliers that provide the transportation, accommodations or other services that comprise your Offering. Each of these goods and services are provided by third parties that are independent from and in no way affiliated with us. Therefore, to the maximum extent permitted by applicable Laws, WE DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR THE ACTIONS OR FAILURES TO ACT OF ANY SUPPLIERS AND THEIR EMPLOYEES AND CONTRACTORS.
(d) General Disclaimer of Liability: Prior and its licensors, Suppliers, partners, parent companies, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Prior and all such parties together, the "Prior Parties") make no representations or warranties concerning the Services, including without limitation regarding any Subscription, or Content or Offerings contained in or accessed through the Services, and the Prior Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Prior Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES, OFFERINGS AND SUBSCRIPTION AND CONTENT ARE PROVIDED BY PRIOR (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. To the maximum extent permitted by applicable laws, we will not be responsible or liable and disclaims any and all liability for, any claims, causes of action, suits, liabilities, damages, losses, fines, penalties, costs and expenses of any kind (together, "Claims"), including Claims for injury, illness or death that is caused by, results or arises from or in connection with any of the following:
(i) your act(s) and/or omission(s) or those of any member(s) of your party, including (A) your breach of this Agreement; (B) your failure to comply with applicable laws; and/or (C) your negligence, gross negligence or willful misconduct of any kind;
(ii) the act(s) and/or omission(s) of a third party, including our Suppliers or any other third-party (including any suppliers or vendors you may book with directly that affect your Offering) or (iii) a Force Majeure Event.
(e) Limitation of Liability. IF, REGARDLESS OF THE FOREGOING AND THE PROTECTIONS OF INTERNATIONAL LAW, WE ARE FOUND LIABLE TO YOU FOR ANY CLAIMS, YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, OUR LIABILITY TO YOU WILL BE LIMITED AS FOLLOWS:
(i) WE WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY CLAIM, WHETHER ARISING IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF DAMAGES, AND WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE OR LIKELY AND WHETHER OR NOT ARISING FROM OUR ORDINARY NEGLIGENCE;
(ii) WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES CLAIMED FOR EMOTIONAL DISTRESS, MENTAL SUFFERING OR PSYCHOLOGICAL INJURY OF ANY KIND, REGARDLESS OF HOW CAUSED OR OCCASIONED, EXCEPT OUR INTENTIONAL AND WILLFUL ACTS; AND
(iii) YOUR DIRECT DAMAGES THAT YOU MAY RECOVER FROM US FOR ANY AND ALL CLAIMS WILL BE LIMITED TO THE LESSER OF (A) DAMAGES NOT COVERED BY YOUR REQUIRED TRAVEL INSURANCE AND (B) THAT PORTION OF THE TOTAL SUBSCRIPTION OR OFFERING PRICE ATTRIBUTABLE TO THE ACTIVITY OR AMENITY THAT HAS GIVEN RISE TO YOUR CLAIM.
(f) Survival of Limitations. You specifically acknowledge and agree that the foregoing limitations, in particular the limitation recited in subsection (e)(i) will survive even if any remedy fails in its essential purpose.
(g) LIMITATIONS OF LIABILITY: INTERNATIONAL LAW. CERTAIN INTERNATIONAL TREATIES (ALSO CALLED "CONVENTIONS") GOVERN CERTAIN ASPECTS OF YOUR OFFERING, INCLUDING INTERNATIONAL TRAVEL BY AIR, SEA AND RAIL, AS WELL AS ANY STAY IN A HOTEL. IN ADDITION, OTHER APPLICABLE LAWS MAY APPLY IN THE COUNTRIES YOU VISIT (E.G. THE EU DENIED BOARDING REGULATION 261/2004EC) AND SUPPLIERS AND WE WILL ALSO HAVE THE BENEFIT OF ALL SUCH LAWS AS APPLICABLE. OUR SUPPLIERS' LIABILITY, AS WELL AS OUR LIABILITY WILL IN ALL CASES BE LIMITED AS SET FORTH UNDER THE APPROPRIATE LAWS AND OUR SUPPLIERS AND WE WILL BE ENTITLED TO ALL THE LIMITATIONS, IMMUNITIES AND OTHER RIGHTS SPECIFIED UNDER ALL SUCH LAWS. FOR CLARITY, OUR LIABILITY WILL BE LIMITED AS IF WE WERE CARRIERS (TRANSPORTATION PROVIDERS), HOTELS OR OTHER COVERED ENTITIES. RELEVANT TREATIES INCLUDE THE WARSAW/MONTREAL CONVENTION (INTERNATIONAL TRAVEL BY AIR); THE ATHENS CONVENTION (WITH RESPECT TO SEA TRAVEL); THE BERNE/COTIF CONVENTION (WITH RESPECT TO RAIL TRAVEL) AND THE PARIS CONVENTION (WITH RESPECT TO HOTEL ARRANGEMENTS). YOU CAN ASK FOR COPIES OF THESE CONVENTIONS FROM OUR OFFICES. PLEASE CONTACT US.
13. Indemnification
To the maximum extent permitted by applicable laws, you agree to indemnify, defend and hold harmless us, the Prior Parties, and our Suppliers from and against any Claims, caused by, resulting or arising from or incidental to your actions or failures to act under or in connection with this Agreement, including your breach of these T&Cs, your negligence, gross negligence or willful misconduct and your violation of applicable laws.
14. Governing Law; Disputes; Arbitration Agreement
a. Governing Law.
This Agreement will be governed and interpreted by and in accordance with the Laws of the United States and the State of New York without regard to its conflicts of laws principles..
b. Complaints.
If you are unhappy with any aspect of your trip, please first address your complaint to the Supplier whose services are involved. Please note that you are required to mitigate your losses, if any. If your complaint cannot be resolved locally with such Supplier, and you wish to pursue your complaint, full details must be sent to us in writing within 30 days of your return. We do not guarantee any particular redress for complaints.
c.Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Prior and limits the manner in which you can seek relief from Prior. Both you and Prior acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Prior's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these T&Cs, and that upon your acceptance of these T&Cs, Personnel will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as the third-party beneficiary hereof.
(i) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these T&Cs directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(ii) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Prior will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Prior will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(iii) Small Claims Court; Infringement. Either you or Prior may assert claims, if they qualify, in small claims court in New York, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(iv) Waiver of Jury Trial. YOU AND PRIOR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Prior are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Prior over whether to vacate or enforce an arbitration award, YOU AND PRIOR WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(v) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Prior is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (vii) below.
(vi) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: PRIOR, 262 Bowery, Floor 5, New York NY 10012 postmarked within thirty (30) days of first accepting these T&Cs. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.
(vii) Exclusive Venue. If you send the opt-out notice in (vi), and/or in any circumstances where the foregoing arbitration agreement permits either you or Prior to litigate any dispute arising out of or relating to the subject matter of these T&Cs in court, then the foregoing arbitration agreement will not apply to either party, and both you and Prior agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York, New York, or the federal district in which that county falls.
(viii) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Prior.
15. Miscellaneous
a. Severability.
If any paragraph, clause or provision of this Agreement is deemed invalid or illegal in any jurisdiction, such paragraph or provision will be deemed reformed to the extent necessary to render it enforceable, so long as consistent with the basic purpose of the paragraph, clause, or provision; however, if the paragraph, clause, or provision is not reformable, it will be deemed severed from this Agreement in that jurisdiction only and all other provisions shall remain in full force and effect.
b. No Waiver.
Neither party's failure to enforce or insist on enforcement of any term or condition hereunder will not constitute a waiver of any Claim such party may have with regard to such term or condition or any other.
c. Change to the Services.
We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. We reserve the right to remove any Content from the Services at any time or to cease offering any Subscription or Offerings, for any reason, in our sole discretion, and without notice.