TERMS & CONDITIONS
These Website Visitor Terms and Conditions (“Website Terms”) apply to CLMBR, Inc.’s (“CLMBR”) websites, including without limitation www.CLMBR.com, along with the features, functionalities, applications, and browser extensions and other services available through the websites (collectively, the “Websites”). By accessing or using CLMBR’s Websites, you (“Visitor” or “you”) agree to read, comply with, and be legally bound by these Website Terms. CLMBR and Visitor may be referred to in these Website Terms individually as a “Party” or collectively as the “Parties”.
If you create an account or otherwise use CLMBR’s services, your access to and use of those services will be governed by the Service Terms and Conditions, available at www.clmbr.com/service-terms, not these Website Terms. Furthermore, these Website Terms do not govern the purchase or delivery of CLMBR equipment. Such purchases are governed by the Terms of Sale, available at www.clmbr.com/terms-of-sale.
- Authorization. Subject to the terms and conditions of these Website Terms, CLMBR hereby grants Visitor a non-exclusive, non-transferable right to access and use the Websites.
- Use Restrictions. Visitor shall not use the Websites for any purposes beyond the scope of the access granted in these Website Terms and Visitor shall not: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component or source code of the Websites, in whole or in part; (iv) remove any proprietary notices from the Websites; (v) use the Websites in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person, or that violates any applicable law; (vi) access or use the Websites for purposes of competitive analysis of the Websites, the development, provision, or use of a competing software service or product or any other purpose that is to CLMBR’s detriment or commercial disadvantage; (vii) upload, transmit, or otherwise provide to or through the Websites, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code or virus; (viii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Websites or CLMBR’s provision of services to any third party, in whole or in part; or (ix) bypass or breach any security device or protection used by CLMBR or access or use the Websites.
- Links to Third Party Websites. CLMBR’s Websites may include links to other websites (e.g., sponsors’ and/or advertisers’ websites) or services solely as a convenience to Visitor. Visitor acknowledges and agrees CLMBR is not responsible for the availability of such external sites or resources and that CLMBR does not endorse and is not responsible or liable for any such linked sites or other information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, CLMBR makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Visitor’s access to and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at Visitor’s own risk.
- Termination. CLMBR reserves the right, with or without notice and in its sole discretion, to terminate these Website Terms or any Visitor’s ability to access or use the Websites for any reason. Visitor agrees that CLMBR will not be liable to Visitor or any third party for any such termination.
- CLMBR IP. Visitor acknowledges that, as between Visitor and CLMBR, CLMBR owns all right, title, and interest, including all intellectual property rights, in and to the Websites.
- Reservation of Rights. CLMBR reserves all rights not expressly granted to Visitor in these Website Terms. Except for the limited rights and licenses expressly granted under these Website Terms, nothing in these Website Terms grants, by implication, waiver, estoppel, or otherwise, to Visitor or any third party any intellectual property rights or other right, title, or interest in or to the Websites or any and all intellectual property provided to Visitor or any Visitor in connection with the foregoing.
3. DISCLAIMER OF WARRANTIES.
- THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT.
- 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. CLMBR MAKES NO WARRANTY OF ANY KIND THAT THE WEBSITES, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET VISITOR’S OR ANY THIRD PARTY’S, REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES OR BE SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.
4. LIMITATIONS OF LIABILITY.
- IN NO EVENT WILL EITHER CLMBR BE LIABLE UNDER OR IN CONNECTION WITH THESE WEBSITE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; OR (iv) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VISITOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
- IN NO EVENT WILL CLMBR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE WEBSITE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED $100.
- Governing Law. The laws of the State of Colorado govern all matters arising under or relating to these Website Terms.
- Forum. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to these Website Terms must only bring the legal action or proceeding in the courts of the United States District Courts for the District of Colorado or the State Courts of Colorado as located in Denver, Colorado. Each Party waives, to the fullest extent permitted by law, (i) any objection to the venue of any action, dispute or proceeding arising out of or relating to these Website Terms; and (ii) any claims of an inconvenient forum.
- Waiver of Trial by Jury. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE WEBSITE TERMS.
- Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under these Website Terms 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.
- Force Majeure. CLMBR will not 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, CLMBR may terminate these Website Terms upon ten (10) business days’ prior written notice, provided Visitor shall remain responsible for payments, if applicable, due to CLMBR prior to termination.
- Survival. The provisions of these Website Terms which by their nature are intended to survive the termination or cancellation of these Website Terms 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 Website Terms.
- Severability. If any part of these Website Terms 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 Website Terms shall continue in effect.
- Entire Agreement. These Website Terms, together with the Service Terms and Conditions and the Terms of Sale, comprise the entire agreement between you and us and supersede all prior agreements between you and us regarding the subject matter contained herein. Where applicable, in the event of any conflict or inconsistency between the provisions of (i) the Terms of Sale, (ii) the Service Terms and Conditions, (iii) these Website Terms, and (iv) any other agreements between you and us regarding the subject matter contained herein, the governing order of precedence shall be in the priority listed in this sentence.