EFFECTIVE DATE: 3.17.23
These Terms and Conditions of Sale (“Terms of Sale”) are between you and CLMBR, Inc. (“CLMBR”, “we”, or “our”) and govern the sale of CLMBR fitness machines (the “Fitness Machines”).
Your use of CLMBR’s mobile, desktop, or device applications or the interfaces connected to the Fitness Machines are governed by the Terms and Conditions of Service (“Service Terms”) available at http://clmbr.com/terms-and-conditions, not these Terms of Sale. Likewise, our Website Visitor Terms and Conditions (“Website Terms”) available at http://clmbr.com/terms-and-conditions, not these Terms of Sale, govern your use of the CLMBR website (“Site”).
By placing an order for or purchasing a Fitness Machine from CLMBR, you agree (i) that you are at least 18 years old and (ii) to read, comply with, and be legally bound by these Terms of Sale and any additional terms and conditions, agreements, or policies published by CLMBR applicable to your use of the Fitness Machine. If you do not wish to be bound by these Terms of Sale, do not place an order for or purchase a Fitness Machine.
CLMBR may, in their sole discretion, modify or revise these Terms of Sale at any time. Although CLMBR may attempt to notify you when major changes are made to these Terms of Sale, from time to time you should review the most up-to-date version here at http://clmbr.com/terms-of-sale. Provided, however, the Terms of Sale in effect at the time you place an order or make a purchase will govern that transaction, including any limited warranty.
THESE TERMS OF SALE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. THUS, CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION BELOW.
1. Use of the Fitness Machines
Age Requirements. The Fitness Machines may only be used by individuals who are 16 years of age and older. All individuals under 18 years of age must have permission to participate from a parent or legal guardian who will provide supervision.
Safety. All individuals who use the Fitness Machines must abide by all safety precautions and instructions in the applicable Fitness Machine user manual.
Limitations. The CLMBR Fitness Machines are offered only for your personal, non-commercial use, and not for the use or benefit of any third party.
2. Order Acceptance and Cancellation.
You agree that your order is an offer to buy, under these Terms of Sale, all Fitness Machines listed in your order. CLMBR must accept each order. If CLMBR does not accept the order, CLMBR will not be obligated to sell the Fitness Machine(s) to you. CLMBR may choose not to accept any orders in their sole discretion. After having received your order, CLMBR will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between CLMBR and you will not take place unless and until you have received your order confirmation email.
3. Price and Payment
Prices. All prices posted on this Site are subject to change without notice. The price charged for a Fitness Machine will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. CLMBR is not responsible for pricing, typographical, or other errors in any offer by CLMBR and CLMBR reserves the right to cancel any orders arising from such errors.
Financing. If you finance your purchase through Affirm, in limited cases your Affirm loan may be due to expire before your Fitness Machine ships. CLMBR will notify you and give you the option to either (a) start payments or (b) cancel your existing order and place a new order via Affirm or with a credit card. If you cancel your order and place a new order, your place in line will remain the same, although your Fitness Machine will not ship until you place the new order. Note that if you finance the new order with Affirm, we cannot guarantee the same interest rate as your existing loan.
4. Shipments; Delivery; Title and Risk of Loss.
CLMBR will arrange for shipment of the Fitness Machines to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
Title and risk of loss pass to you upon CLMBR’s transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. CLMBR is not liable for any delays in shipments. Deliveries that are refused may be returned to CLMBR, and it may take up to 45 days for returned Fitness Machines to be processed for any potential refund or replacement.
5. Goods Not for Resale or Export
You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are buying Fitness Machines from the Site for your own personal or household use only, and not for resale or export.
6. Returns and Refunds
If for any reason you are not satisfied with the Fitness Machine you can return the Fitness Machine within 30 days of installation of the Fitness Machine for a full refund of the purchase price and taxes, less the original shipping and handling costs, provided the Fitness Machines are returned in their original condition. If the Fitness Machine is returned in damaged condition or with missing parts, you may be charged an additional fee. Proof of purchase must accompany the return. No refunds will be issued 30 days after the later of the date the Fitness Machine is received or installed, where applicable. To return products, you must submit a return request to email@example.com. A CLMBR Customer Service Representative will review the return and provide next steps.
You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. CLMBR therefore strongly recommends that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a $400 restocking fee.
Refunds are processed within approximately 10 business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site.
If you financed your purchase, Affirm will refund your paid installments less any interest paid.
By ordering or purchasing a Fitness Machine, you agree to allow and provide CLMBR’s designated installer access to your designated location of installation of the Fitness Machine for purposes of installing, maintaining, repairing, or uninstalling and removing the Fitness Machine. CLMBR is not responsible for choice of location of installation and is not responsible for damage or injury resulting from installation at an improper location, such as one without adequate structural support or adequate or safe power supply. You are solely responsible for determining whether the Fitness Machine is appropriate for your home, and you accept that inability to install the Fitness Machine or improper Fitness Machine function as the result of your choice of location of installation are not valid claims under the CLMBR Limited Warranty and do not establish a basis for receiving a refund after the 30-day refund policy described above. CLMBR is not responsible for any damage in connection with the installation process, nor is CLMBR responsible for any damage or injury caused by unauthorized or self-installation, maintenance, repair, or removal.
8. LIMITED WARRANTY
CLMBR PROVIDES A LIMITED WARRANTY FOR THE FITNESS MACHINES AVAILABLE AT: https://clmbr.com/standard-warranty.
OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NO ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY CLMBR OR ANY OF THEIR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.
9. Limitation of Liability
THE REMEDIES DESCRIBED IN THE LIMITED WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY OR THESE TERMS OF SALE. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. Safety Warnings
YOU SHOULD CONSULT YOUR DOCTOR BEFORE BEGINNING ANY NEW EXERCISE PROGRAM, ESPECIALLY IF YOU HAVE NOT EXERCISED RECENTLY. YOUR USE OF THE FITNESS EQUIPMENT IS AT YOUR OWN RISK. DO NOT USE THE FITNESS EQUIPMENT IF YOU HAVE ANY MEDICAL CONDITIONS WHERE EXERCISE COULD INDUCE ADVERSE EFFECTS.
BY ORDERING OR PURCHASING A FITNESS MACHINE, YOU ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THE SAFETY HAZARDS, RISKS, DANGERS, AND POTENTIAL FOR INJURY ASSOCIATED WITH ANY PHYSICAL OR RECREATIONAL ACTIVITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU ARE IN GOOD HEALTH AND PHYSICALLY FIT TO PARTICIPATE IN THE ACTIVITIES MADE AVAILABLE THROUGH THE FITNESS MACHINES AND PLATFORM, AS DESCRIBED IN THE SERVICE TERMS, AND THAT YOU HAVE NOT BEEN ADVISED OF ANY ADVERSE HEALTH CONDITIONS BY A PHYSICIAN, MEDICAL PRACTITIONER, OR OTHER HEALTH CARE PROVIDER. YOU FURTHER AGREE THAT YOU WILL USE THE FITNESS MACHINES IN ACCORDANCE WITH RECOMMENDED USES, HEED ANY WARNINGS, REFRAIN FROM USING THE FITNESS MACHINES UNDER THE INFLUENCE OF ALCOHOL, DRUGS, OR ANY SUBSTANCE THAT COULD IMPAIR YOUR ABILITY TO SAFELY ENGAGE IN PHYSICAL ACTIVITIES, AND ASSUME THE RISKS ASSOCIATED WITH SUCH ACTIVITIES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU FOREVER RELEASE, WAIVE AND DISCHARGE CLMBR AND THEIR SUBSIDIARIES, OWNERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM ANY AND ALL LIABILITY FOR LOSS OR DAMAGE, AND FOR EVERY CLAIM OR CAUSE OF ACTION OF ANY KIND INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF YOUR USE OF THE FITNESS MACHINES OR PLATFORM.
CLMBR MAY PROVIDE HEALTH AND FITNESS INFORMATION IN CONNECTION WITH THE FITNESS MACHINE. THIS INFORMATION IS NOT MEDICAL OR HEALTH ADVICE AND IS PROVIDED ONLY FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES. USE OF THIS INFORMATION IS AT YOUR OWN RISK. DO NOT RELY ON INFORMATION PROVIDED THROUGH YOUR USE OF THE FITNESS MACHINES IN PLACE OF MEDICAL ADVICE.
12. Disclaimer of Warranties
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLMBR, ITS AFFILIATES, OR OTHER THIRD PARTIES SHALL CREATE A WARRANTY OF ANY KIND OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY GRANTED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless CLMBR and their officers, directors, and employees from any and all third party claims, liability, damages, costs or demands, including, but not limited to, attorneys’ fees, arising from (i) your violation of these Terms of Sale; (ii) your infringement of any intellectual property or other right of any person or entity; or (iii) your violation of any applicable law or regulation (all of the foregoing, “Claims and Losses”). You agree that CLMBR may have their own counsel present at, and participate in, all proceedings or negotiations relating to such Claims and Losses at CLMBR’s expense. Notwithstanding the foregoing, CLMBR retains the exclusive right to settle, compromise and pay any and all Claims and Losses, and reserve the right to assume the defense and control of any Claims and Losses.
14. Limitation of Liability.
General. IN NO EVENT SHALL CLMBR OR THEIR PARENTS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, OR AGENTS (“REPRESENTATIVES”) BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THESE TERMS OF SALE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY OR FOR ANY ERROR OR INTERRUPTION OF USE; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; LOSS OF GOODWILL OR REPUTATION; OR COST OF REPLACEMENT GOODS. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL CLMBR OR ITS REPRESENTATIVES BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING OUT OF ANY MISTAKES OR OTHER ERRORS MADE BY YOU AS A RESULT OF YOUR USE OF THE FITNESS MACHINES.
Limitation. THE AMOUNT OF CLMBR’S LIABILITY TO YOU UNDER ANY AND ALL CLAIMS FOR LOSS OR LIABILITY BASED UPON, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH THESE TERMS OF SALE SHALL IN NO CASE EXCEED TWO TIMES THE TOTAL OF THE AMOUNTS PAID TO CLMBR FOR THE PRODUCTS SOLD HEREUNDER.
15. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
Waiver of Rights. YOU AGREE THAT BY ORDERING OR PURCHASING THE FITNESS MACHINES, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST CLMBR OR ITS REPRESENTATIVES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
Negotiations. The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms of Sale (“Dispute”) by negotiation and consultation between themselves. A party shall send written notice to the other party of a Dispute (“Dispute Notice”). In the event that such Dispute is not resolved on an informal basis within twenty one calendar days after one party delivers the Dispute Notice to the other party, either party may commence binding arbitration in accordance with the provisions of arbitration below.
Agreement to Arbitrate.
YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS OF SALE OR YOUR DEALINGS WITH CLMBR IN CONNECTION WITH THE FOREGOING SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.
THIS AGREEMENT TO ARBITRATE INVOLVES INTERSTATE COMMERCE, AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. 1-16 (“FAA”), AND NOT BY STATE LAW.
THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY PURSUANT TO THE FAA.
THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.
FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, YOU MUST ABIDE BY THE FOLLOWING RULES: (1) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS AND (2) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) WILL TAKE PLACE IN DENVER, CO.
THE ARBITRATOR IS BOUND BY THE TERMS OF THIS AGREEMENT TO ARBITRATE. YOU ACKNOWLEDGE AND AGREE THAT, IN ANY ARBITRATION PROCEEDING, NO DEPOSITIONS WILL BE TAKEN, AND ALL OTHER FORMS OF DISCOVERY OF FACTS WILL BE LIMITED TO THOSE THINGS THAT THE ARBITRATOR DETERMINES, IN ITS SOLE DISCRETION, TO BE NECESSARY. FURTHER, IN ANY ARBITRATION PROCEEDING: (1) THERE SHALL BE NO PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL OR OTHER SPECIAL DAMAGES; (2) ALL DAMAGES, CLAIMS, AND AWARDS WILL BE GOVERNED BY COLORADO LAW; (3) THE PARTIES WILL CONDUCT THE ARBITRATION CONFIDENTIALLY AND EXPEDITIOUSLY AND WILL PAY THEIR OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING THEIR OWN ATTORNEY FEES. IF YOU PROVE THAT YOU ARE UNABLE TO AFFORD THE AAA FEE, YOU AGREE TO NOTIFY ALL PERSONS AGAINST WHOM YOU HAVE AN ARBITRABLE CLAIM AND GIVE SUCH PERSONS THE OPPORTUNITY, INDIVIDUALLY AND AS A GROUP, TO PAY SUCH FEE. THE PROCEEDING AND THE DECISION SHALL BE KEPT CONFIDENTIAL BY THE PARTIES.
THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
THE ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE.
EXCEPT IN THE EVENT YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE AS DESCRIBED BELOW, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF THESE TERMS OF SALE AND YOUR RELATIONSHIP WITH CLMBR.
Information About Arbitration. INFORMATION ON AAA AND HOW TO START ARBITRATION CAN BE FOUND AT WWW.ADR.ORG. THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. YOU WILL NOT BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.
Waiver of Class Action Rights. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES. NOTWITHSTANDING ANY PROVISION IN THE AGREEMENTS TO THE CONTRARY, IF THIS CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.
Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF WHEN YOU ORDER OR RECEIVE THE FITNESS EQUIPMENT, WHICHEVER IS LATER, YOU MUST SEND CLMBR A LETTER STATING: “REQUEST TO OPT-OUT OF AGREEMENT TO ARBITRATE” TO:
Attn: Legal Department
3033 East 1st Avenue, Suite 501
Denver, CO 80206
Venue for Litigation. IF THE AGREEMENT TO ARBITRATE IN THIS SECTION IS FOUND UNENFORCEABLE OR TO NOT APPLY FOR A GIVEN DISPUTE, OR IF YOU OPT OUT OF THE AGREEMENT TO ARBITRATE IN ACCORDANCE, THEN, UNLESS PROHIBITED BY APPLICABLE LAW, THE PROCEEDINGS MUST BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO OR THE STATE COURTS OF COLORADO LOCATED IN DENVER, COLORADO, AS APPROPRIATE. YOU ALSO THEREFORE AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSES OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU HEREBY WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION, AND AGREE TO REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THIS AGREEMENT.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State Colorado.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms of Sale shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Notices. You consent to receive all communications including notices, agreements, disclosures, or other information from CLMBR electronically. CLMBR may communicate by email or by posting to the CLMBR Platform. For all notices to CLMBR, write to the following address:
CLMBR, Inc. 3033 East 1st Avenue, Suite 501 Denver, CO 80206 Attn: Legal Department
Survival. The provisions of these Terms of Sale which by their nature are intended to survive the termination or cancellation of these Terms of Sale shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of the regarding indemnity and limitations of liability, shall survive the termination or cancellation of these Terms of Sale.
Severability. If any part of these Terms of Sale is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Sale shall continue in effect.
Force Majeure. Except with regard to payments due to CLMBR, neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control. In the event any such delay continues for a period of sixty (60) or more days, then either party may terminate these Terms of Sale upon ten (10) business days’ prior written notice, provided Customer shall remain responsible for payments due to CLMBR prior to termination.
Entire Agreement. These Terms of Sale (together with the Website Terms and the Service Terms, which are also deemed incorporated by this reference) comprise the entire agreement between you and CLMBR and supersede all prior agreements between you and CLMBR regarding the subject matter contained herein. Where applicable, in the event of any conflict or inconsistency between the provisions of (i) these Terms of Sale, (ii) the Service Terms, (iii) the Website Terms, and (iv) any other agreements between you and CLMBR related to your use of the Fitness Machines, the governing order of precedence shall be in the priority listed in this sentence.