Climbing Sensei, Inc.

Terms and Conditions of Use and Personal Services Agreement

Welcome to Climbing Sensei, Inc’s Internet website, climbing-sensei.com. Climbing Sensei offers a wide range of personal coaching, training, classes, online training, consultation, and other services and products (collectively the “Services”) under the following Terms and Conditions of Use and Personal Services Agreement (referred to herein as the “Agreement”).

This Agreement describes the terms and conditions pursuant to which we provide all Services, including but not limited to your use of the Site (as defined herein), your Account (as defined herein), your use of any affiliate’s websites, products or services, now or in the future, including but not limited to climbing-sensei.com website, and/or any other websites, interfaces and/or resources referenced, recommended, and/or made available to you by Climbing Sensei.  (The Climbing Sensei website, climbing-sensei.com, any affiliate’s and/or Linked Websites (as that term is defined in this Agreement), including but not limited to Everfit and/or any other websites, interfaces, and/or resources are collectively referred to herein as the "Site" or “Sites”).

This Agreement is legally binding between you (the “Athlete”) and Climbing Sensei, Inc., a Colorado corporation (referred to herein as "Climbing Sensei", "we", "us", or "our"). You understand and agree that Climbing Sensei provides all Services and all access to all Services (including but not limited to all Site access), to you subject to this Agreement. You further understand and agree that Climbing Sensei would not provide any Services without your consent to and compliance with all terms and conditions of this Agreement.  Climbing Sensei may, in the future, modify or revise this Agreement at its sole discretion, at any time and without any further notice. Any such changes will be effective immediately. When we make changes, we will update this Agreement here. Your use of any Sites and/or Services, following any such revisions, constitutes your consent to the revised Agreement. Please check climbingsensei.com and this Agreement periodically for changes. By ordering and/or accepting any Services from Climbing Sensei, you acknowledge your assent to all terms and conditions described in this Agreement, now and as it may be modified in the future.

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. BY USING THE SITE OR ANY OF THE SERVICES PROVIDED THROUGH THE SITE YOU ACCEPT ALL OF THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY EACH AND EVERY TERM AND PROVISION OF THIS AGREEMENT, AS IT IS WRITTEN HERE AND AS IT MAY BE AMENDED IN THE FUTURE. IF YOU DO NOT AGREE TO THESE TERMS OR THIS AGREEMENT, DO NOT USE THE SERVICES OR SITES OR OPEN AN ACCOUNT.

1.  Coaching Services. Subject to your compliance with this Agreement, and in accordance with the terms of this Agreement, we will provide you with Services as described in the coaching package that you selected when you created your Account (“Coaching Package”) and subject to payment of all Fees. Services may include, depending upon the Coaching Package that you have selected and paid for, online training, personal training, consultation by phone or email, training camps, and/or clinics, the storing, processing, and analyzing exercise and fitness data, climbing videos, exercise plans, and climbing goals. Some of those Services are currently offered through other websites including Everfit, who are third parties and are separate and independent of Climbing Sensei. Your use of their websites and services (and any other third party website and services) is governed by the terms of use of the third party’s website.

2. Payment of Fees.  You will receive the Services outlined in the Coaching Package that you have currently selected subject to payment of all fees (the “Fees”).  Payment of all Fees for Services is made in advance by credit card. Some Services are billed monthly while other Coaching Packages are paid in advance for longer terms. Depending upon the Coaching Package that you have chosen, Climbing Sensei will automatically charge the credit card that you have provided with your Account for all Services that you have chosen. All Fees are due and payable in advance of your receipt of the Services, unless otherwise specified on the Site. Any applicable discount offered to you as part of a promotion will be valid for the initial term only. You are free to terminate your Account at any time; however, Climbing Sensei will not provide any refund upon termination.  You may upgrade or change the Services that you have selected at any time and the Fees associated with such changes will be adjusted on pro-rata basis.

3. Your Account.  To obtain Services from Climbing Sensei, you will need to register and create an account on the climbingsensei.com website. To create an account (the “Account”), you will provide us with your contact information, payment method, sign the release located here for the adults http://media.wix.com/ugd/7ccba5_84c8662af62f4269812bb87b54d2fd79.pdf and here for minors over 13 http://media.wix.com/ugd/7ccba5_66466365186b4d45a9162ccc45f27c97.pdf, and sign any other documentation and/or provide us with any other information that we may request.   By creating an Account, you represent and warrant to us that: (1) you meet the age restrictions described below, (2) all of the information you have provided to us in creating your Account (the “Account Information”) is true, accurate, current, and complete, and (3) that you are in compliance with all of the terms of this Agreement. You agree to maintain and promptly update your Account Information when it changes and agree to keep your Account Information true, accurate, current, and complete.

4. Age Restrictions.  Please understand that we do not provide any Services to children under the age of 13.  You must be 18 years of age or older to register and create your own Account. If you are between 13 and 18 years of age, you must have your parent or legal guardian (collectively referred to herein as “Parent”) create an Account for you, and you may only use your Account with the direct supervision of your Parent.  If you are the Parent of a child between 13 and 18 years of age, and you create an Account for your child, your child may only access that Account and the Services they receive under your direct supervision. The Parent will be solely responsible for all access to and use of the Services and the Account by your child.

5.  Term of Agreement. This Agreement commences on the date that you electronically confirm your acceptance of this Agreement or otherwise execute this Agreement (the "Effective Date"). We will provide the Services that you have selected through your Account after our receipt of your payment and completion of your Account registration, for the period of time that you have selected, unless your Account is terminated as permitted in this Agreement.

6.  Termination.

6.01 Termination by You. If you wish to close your Account, please notify us in writing that you wish to close your Account and cease receiving Services.  Please tell us the reason for your decision. After receiving your notice, we will take whatever steps we deem necessary or reasonable to close your Account, and which may include the following, at our sole discretion: disable your Account, delete your Account Information, and/or remove any Content you have posted or uploaded to the Site or your Account.  No Fees will be refunded if your Account is terminated pursuant to this Section.

6.02 Termination by Us. Climbing Sensei reserves the right to close your Account and terminate our relationship if you fail to comply with any term and/or condition of this Agreement, including without limitation, failure to pay Fees when due, providing false Account Information, etc.  If we terminate your Account, we will take whatever steps we deem necessary or reasonable to close your Account, and which may include the following, at our sole discretion: disable your Account, delete your Account Information, and/or remove any Content you have posted or uploaded to the Site or your Account. We will not provide any refund if your Account is terminated under this Section.  In addition to the termination rights above, Climbing Sensei reserves the right, at any time, to (1) terminate the Services, (2) to modify or change the Services, and/or (3) to eliminate any or all of the Services.  In such case, we will refund any payments for future services that were affected by such changes on a pro rata basis.

7. Refunds; Travel Expenses. There are no discounts, refunds, or exchanges provided to you if you fail to attend or miss any portion of any private training session, camp, class, and/or other Service that we offer (the “Event”).  Due to weather, attendance, emergencies, and/or other occurrences, we may have to modify or cancel an Event at any time. We do not do this lightly and in such case, you will be issued a full refund for the Event. All Events will be conducted based on the schedule posted prior to the Event, and we reserve the right to modify the Event schedule based on, without limitation, weather, the number or skill level of athletes in attendance, or for other reasons. All Fees will be applied to the Event for which you are registered.  If you have to cancel for any reason, your deposit and any payments will be applied to the Event for which you have registered and cannot be transferred to an alternate Event or any other Service or product offered by Climbing Sensei.  There are no exceptions to this policy. In addition, under no circumstances will Climbing Sensei be responsible for any expenses associated with planning your trip, including, without limitation, airfare, lodging, meals, transportation, etc., (collectively the “Travel Expenses”) to attend any session, camp and/or class, even if cancelled.  You are solely responsible for all Travel Expenses

8.  Problems with Your Account or Services.  We will use reasonable efforts to provide you with the Services that you have purchased and as described on our Site. If at any time you believe that you are not receiving the Services as described on the Site, or if you are not satisfied with any of the Services you receive or with your experience with Climbing Sensei, please notify us immediately at justen@climbingsensei.com.  We hope that you will discuss any concerns you have with us prior to closing your Account. We will expend considerable effort to make sure that you are satisfied with our Services, including, provided that you notify us within fifteen (15) days after you first became aware of any problem, we may provide Services that you did not receive and to which you are entitled based on your Account, as necessary to correct the problem. Any problems brought to our attention thirty (30) days or more after you first noticed them or should have noticed them are not entitled to any remedy. Except as otherwise provided herein, you understand and agree that our re-provision of the Services as described in this section shall be your sole and exclusive remedy with respect to any problems with your Account or Services. You understand and agree that any and all legal actions by you against Climbing Sensei arising out of or related to your Account and/or any Services, must be brought by you within one (1) year after the cause of action thereon accrues or they shall be forever barred.

9.  Your Physical Fitness; No Medical Advice.  Climbing Sensei DOES NOT PROVIDE ANY MEDICAL ADVICE.

9.01 By using the Sites and hiring Climbing Sensei to provide Services to you, you understand and agree that the Services and activities described on the Sites (including but not limited to, rock climbing, bouldering, weight lifting, cardiovascular and/or athletic training, online and/or remote training and instruction, training with professional climbers, coaches, and other climbers and athletes of varying experience and skills, and all other services and activities provided to me by Climbing Sensei), are EXTREMELY INTENSE, STRENUOUS, AND PHYSICALLY DEMANDING ACTIVITIES. PRIOR TO USING THE SERVICES AND PRIOR TO BEGINNING ANY PHYSICAL ACTIVITIES DESCRIBED IN THE SERVICES OR ON THE SITE, YOU AGREE TO CONSULT WITH YOUR PHYSICIAN AND OBTAIN YOUR PHYSICIAN’S APPROVAL that you are physically fit, sufficiently trained, and competent to participate in the activities described in the Services and on the Site. Do NOT use the Services or the Site, or engage in any physical activity that may endanger your health or safety, and/or the health or safety of others.  By using the Services, the Sites, and/or the Linked Websites, you represent and warrant that you healthy and medically able to participate in the activities described and that you have the approval of your physician.

9.02 By using the Sites and hiring Climbing Sensei to provide Services to you, you understand and agree that you are solely responsible for (i) determining whether the Services are safe and/or suitable for you and (ii) your own health, safety, and welfare while using the Services and/or the Sites.  You acknowledge that heart rate monitors and other devices may be used and/or recommended, and you understand and agree that you are solely responsible for your health and physical condition while using such devices and at all other times. Climbing Sensei will not monitor your use of those devices.   You acknowledge and agree that Climbing Sensei (i) has no obligation to provide any medical assistance or care to you or to any other participant, and (ii) will not provide any medical advice to you.

9.03  The Services, the Sites, and any Content that we provide or that you access through us (including but not limited to, all instruction, training plans, clinics, classes, suggestions, text, photographs, images, illustrations, graphics, audio, video and audio-video clips, and any other materials, whether provided by us or by other users or third parties), are not intended to be and should not be used in place of the advice of your physician and/or other medical professionals, or any information regarding, distributed with, and/or contained in any instructions, packaging or labels of any product or Service. Climbing Sensei Services, Site, and Content do not constitute medical advice. IN THE EVENT OF AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. IF YOU FEEL ANY PAIN OR DISCOMFORT WHEN USING OUR SERVICES, THE SITE OR CONTENT OR PARTICIPATING IN TRAINING OR ANY OTHER PHYSICAL ACTIVITY, IMMEDIATELY STOP THE ACTIVITY AND CALL OR VISIT YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. DO NOT disregard medical advice or delay in seeking medical advice because of any Content presented on this Site or through our Services.  Do not use Climbing Sensei, the Sites, and/or the Content for diagnosing or treating any health problem. The use of the Services and/or the Sites, the transmission and/or receipt of our Content, and any communication with Climbing Sensei via any means does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between you and us. Climbing Sensei is not a healthcare provider or business associate of a healthcare provider and is not subject to the privacy rule of the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

10.  General Terms and Conditions.  All Services, Sites, and all information and materials contained therein are for your personal, non-commercial use only. As long as you comply with this Agreement, Climbing Sensei grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.  We and/or our affiliates may require you to follow additional rules, guidelines, or terms and conditions (“Additional Terms”) in order to: (a) access and use various features of the Sites, (b) participate in certain promotions available through the Sites, or (c) receive other services offered from time to time ("Additional Services"). Before accessing or using the Additional Services, you may be required to agree any applicable Additional Terms. Any Additional Terms you agree to through the Sites will become a part of this Agreement. If any Additional Terms differ from the terms of this Agreement, the Additional Terms will take precedent over the terms of this Agreement, but only with respect to the matters governed by the Additional Terms.

10.1. Privacy Policy Consent. Before using the Site or Services or any Account, please carefully review our Privacy Policy. By using the Services and/or the Site, you agree to the terms of Climbing Sensei’s privacy policy, which is located here for your review: http://www.climbingsensei.com/#!privacy-policy/lowto. All personal data you provide to us as a result of your use of the Site, Services, or any Account will be handled in accordance with this Agreement and our Privacy Policy. Your use of all other Linked Websites is subject to the terms and conditions and privacy policy of those sites.

10.2 Content. In providing the Services, Climbing Sensei will provide you with training plans, goals, exercises, training advice, and will receive, analyze, and store exercise and fitness data, climbing videos, exercise plans, and climbing goals, and other related data information and materials, which will be posted as Climbing Sensei deems fit in its sole discretion on the Site and/or privately in your Account. All materials (including, without limitation, those described in the sentence above), text, graphics, interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of materials and information (collectively the “Content”), contained on the Sites and/or otherwise provided by Climbing Sensei is owned, controlled or licensed by or to Climbing Sensei, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights and unfair competition laws.  Except as expressly provided in this Agreement, no part of the Sites and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent. The Sites and Content that we provide are Climbing Sensei’s exclusive property and are protected by federal and state law, including copyright, trademark, and other intellectual property laws. You acknowledge that the Services, Site, Content, and all databases, software, hardware and other technology, materials, and information used to provide the Services and operate the Site (collectively, our “Technology”) and their structure, organization, and underlying data, information and source code constitute our property, and contains confidential and proprietary information and valuable trade secrets. You may use our Content as described and limited in this Agreement, provided that you (1) do not remove any copyright or other proprietary notice from any of the Content, (2) use such information only for your personal information use and do not sell or modify any Content or reproduce, display, publicly perform, distribute, or otherwise use Content in any way for any public or commercial purpose, (3) do not use the Content in a manner that implies an association with Climbing Sensei, or any of our Services or brands, and (4) do not make any additional representations or warranties relating to such Content. You may not and you may not permit others to copy, distribute, perform or display publicly, prepare derivative works based on, broadcast, exploit or use any part of the Content on the Site (except Your Content) and except as expressly provided in this Agreement without our prior written permission. Any use of the Site or Content (except Your Content) by you, other than as specifically authorized in this Agreement, is strictly prohibited. You agree that you will not to remove, modify or obscure any copyright, trademark, or other proprietary notices from any Content (except Your Content).

10.2.1 User Content. Climbing Sensei may allow you to post, upload, transmit, or otherwise make available and provide (collectively to "post") content to your Account and/or on the Site, including, without limitation, your comments, questions, and/or experiences while using the Services text, images, photos, video, workout and other data, or other materials. In this Agreement, the Content that you and other users post is referred to as "User Content" and the User Content that you post is referred to as "Your Content".  Posting any Content to your Account and/or the Site is collectively included in the term the “Site”. You may not post any Content on the Site that is offensive, obscene, defamatory, violates the intellectual property rights or privacy rights of any person or entity, provides the contact information of anyone other than yourself, is intended for commercial purposes, and/or is in any way objectionable. Although Climbing Sensei does not and has no obligation to actively screen User Content, Climbing Sensei reserves the right to screen, edit, refuse, or remove any User Content that it deems in its sole discretion to be inappropriate, or for any other reason. If Climbing Sensei determines in our sole discretion that you have posted User Content that violates this Agreement or is otherwise objectionable, or inappropriate, Climbing Sensei reserves the right to restrict, suspend, or terminate your access to all or any part of the Site and/or your Account at any time, with or without prior notice, and without liability. You understand and agree that by using the Site and accessing any User Content: (a) you may be exposed to User Content that you deem offensive, indecent or objectionable; (b) Climbing Sensei is not responsible for, does not control User Content, and does not guarantee the accuracy, integrity, and/or quality of any User Content; and (c) Climbing Sensei is not liable in any way for any User Content (including, but not limited to, any errors or omissions in any User Content, settings, viewing errors, or any loss or damage of any kind incurred as a result of the use of any User Content posted on or through the Site). If you become aware of any misuse of the Site by any person, please contact us via email at justen@climbingsensei.com.

10.2.2 Your Content. You are solely responsible for all Content that you post to the Site.  By posting Your Content via the Site, you represent and warrant to us that (1) you own all right, title and interest in Your Content, or otherwise have the right to grant the license set forth herein, and (2) the posting of Your Content on or through the Site does not violate the intellectual property right, privacy rights, publicity rights, or any other rights of any third party.  You are solely responsible for adjusting your Account settings to control how you display Your Content on the Site, where applicable. Posting any Content via the Internet inherently poses the risk of unintended disclosure and access by third parties to Your Content. Climbing Sensei cannot and does not guarantee that the settings you select regarding how Your Content will be displayed will prevent Your Content from being viewed or accessed by unintended third parties and you agree that Climbing Sensei is not liable for any such disclosures.  By posting Your Content on the Site, you hereby grant Climbing Sensei a non-exclusive, fully paid, royalty-free, perpetual, irrevocable, world wide license (including the right to sublicense), to use, copy, publically perform, publically display, distribute, and create derivative works based on Your Content in ant medium existing now or in the future.  You consent to Climbing Sensei’s use and disclosure of Your Content as set forth in this Agreement, including out Privacy Policy. Do not post any Content that you do not want to be accessible in perpetuity on the Internet.  If at any time you want to remove any or all of Your Content from the Site, please notify us in writing at justen@climbingsensei.com.  We will make reasonable efforts to remove Your Content from the Site, however, we cannot and do not guarantee the complete deletion of Your Content. Your Content and copies thereof, will likely remain in various places on the Internet (including but not limited to message boards, blogs, other sites or locations that the Content has been linked or forwarded to, and/or other locations). Back-up or residual copies of any Content that we remove may remain on our servers after the Content has been removed from public view, and we retain all rights granted in this Agreement to all such remaining copies.

10.2.3 Third Party Content. The Site may contain links to other third-party websites, i.e., websites operated by entities other than Climbing Sensei (“Linked Websites”), for example, Addaero and Sprongo, which Climbing Sensei has found to be useful in helping our Athletes meet their goals. The terms and conditions of them Linked Websites will apply to your use of those Linked Websites.  Any such Linked Websites are provided solely for your reference and as a convenience to you.  Climbing Sensei does not endorse or make any representation or warranty regarding the content or accuracy of such Linked Websites. Such Linked Websites are not under Climbing Sensei’s control, and we are not responsible for and make no endorsement or representation about the information or materials contained on such Linked Websites. If you access any Linked Websites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive or malicious elements. We make no warranty or representation regarding, and does not endorse, any Linked Websites or the information appearing thereon or any of the products or services described thereon.  Climbing Sensei IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES INCURRED BY YOU AS A RESULT OF YOUR DEALINGS WITH ANY THIRD PARTY OR LINKED WEBSITES, ANY MERCHANT OR OPERATOR OF ANY THIRD PARTY OR LINKED WEBSITES, OR ANY OTHER PERSON WITH WHOM YOU ENGAGE IN ANY TRANSACTION.

10.3. Copyrights. All Content included on the Sites and the compilation of all Content on the Sites is the exclusive property of Climbing Sensei, its licensors, or its suppliers and protected by the United States Copyright Act and international copyright laws. Nothing stated or implied on the Sites gives you any license or legal right under any copyright of Climbing Sensei or any third party. Federal and state laws prohibit you from duplicating, copying, reproducing, broadcasting, modifying, editing, distributing, displaying, publishing, performing, circulating, or transmitting any Content or part of the Sites for any purpose.

10.3.1 Copyright Infringement Complaints. It is Climbing Sensei's policy, as appropriate and in its sole discretion, to terminate the accounts of users who infringe upon the copyrights of third parties. If you believe that your work or the work of others has been copied in a way that constitutes copyright infringement, please contact us at: 

Climbing Sensei, Inc., Attn: DMCA Copyright Complaints

601 Dahlia Way, Louisville, CO 80027

and include the following information in writing, which is required pursuant to the Digital Millennium Copyright Act ("DMCA"):  (1) A detailed description of the copyrighted work that you claim has been infringed; (2) A description of where the material that you claim is infringing is located on the Websites reasonably sufficient to allow us to locate the material; (3) Your address, telephone number, and e-mail address; (4) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (5) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (6) Your physical or electronic signature, if you are the copyright owner or authorized to act on the copyright owner’s behalf, or the physical or electronic signature of the owner or person authorized to act on behalf of the owner of the copyright that has been allegedly infringed upon. You acknowledge that if you fail to comply with all of the above requirements, your DMCA notice may not be valid. Please see 17 U.S.C. § 512 for more information regarding the DMCA and DMCA notifications.

10.4. Trademarks.  All trademarks, logos, and service marks used or displayed on the Sites (the "Trademarks") are registered and/or unregistered trademarks of Climbing Sensei, and its licensors or affiliates, and/or third parties. Your access to the Sites does not constitute a license to use any Trademarks and you are prohibited from using any of the Trademarks without the express, prior, written permission of Climbing Sensei, its licensors or affiliates, or such third party. Climbing Sensei's trademarks and trade dress may not be used in connection with any product or service that is not Climbing Sensei's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Climbing Sensei. All other trademarks not owned by Climbing Sensei that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Climbing Sensei. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Sites confers on you any license or right under any patent or trademark of Climbing Sensei or any third party.

11. No Warranties; Disclaimer. (a) Climbing Sensei PROVIDES NO WARRANTY OF ANY KIND TO YOU OR TO ANY OTHER PERSON FOR ANY OF ITS ACCOUNTS, PRODUCTS, SERVICES, SITES AND/OR LINKED WEBSITES. Climbing Sensei MAKES NO WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AS TO THE DESIGN, CONDITION OR QUALITY OF MATERIALS AND/OR WORKMANSHIP FOR ANY Climbing Sensei ACCOUNTS, PRODUCTS, SERVICES, SITES AND/OR LINKED WEBSITES TO YOU OR TO ANY OTHER PERSON. EXCEPT AS EXPRESSLY PROVIDED HEREIN, Climbing Sensei HEREBY EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE ACCOUNTS, PRODUCTS, SERVICES, SITES, LINKED WEBSITES, OUR CONTENT, AND/OR ALL SOFTWARE, PRODUCTS OR SERVICES DESCRIBED ON OR AVAILABLE THROUGH THE SITES and/or LINKED WEBSITES, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Climbing Sensei IS NOT RESPONSIBLE FOR ANY ACTION BY ANY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ANY COACH OR SPONSOR RELATING TO YOUR USE OF THE SITES AND/OR LINKED WEBSITES, AND YOU AGREE NOT TO ASSERT ANY CLAIMS THAT YOU MAY HAVE AGAINST A SPONSOR OR A COACH AGAINST Climbing Sensei. Climbing Sensei EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR ANY DAMAGE, INJURY AND/OR DEATH TO YOU AND/OR YOUR PROPERTY ARISING OUT OF OR RELATED IN ANY WAY TO OUR ACCOUNTS, PRODUCTS, SERVICES, SITES AND/OR LINKED WEBSITES, AND ANY PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTIES.

(b) Climbing Sensei MAKES NO WARRANTY: THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITES AND/OR LINKED WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, SITES, AND/OR LINKED WEBSITES WILL BE ACCURATE OR RELIABLE; THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, SITES, AND/OR LINKED WEBSITES WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Team of 2 OR THROUGH OR FROM THE SERVICES, SITES, AND/OR LINKED WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OF USE. WE DO NOT WARRANT THAT THE SITES AND/OR LINKED WEBSITES, THEIR SERVERS, CONTENT, E-MAIL, OR PRODUCTS OR SERVICES AVAILABLE ON THE SITES AND/OR LINKED WEBSITES, IF ANY, WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

The term “Released Parties” as used in this Agreement means Climbing Sensei and its employees, coaches, trainers, suppliers, sponsors, contractors, volunteers, representatives, affiliates, and/or agents.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES (INCLUDING BUT NOT LIMITED TO OUR NEGLIGENCE) AND IN NO EVENT, SHALL Climbing Sensei AND/OR OUR EMPLOYEES, COACHES, TRAINERS, SUPPLIERS, SPONSORS, CONTRACTORS, VOLUNTEERS, REPRESENTATIVES, AFFILIATES, AND/OR AGENTS, (COLLECTIVELY THE “RELEASED PARTIES”) BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES OR ANY OTHER DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SALE, USE, OR PROVISION OF ANY SERVICES OR PRODUCTS PROVIDED TO YOU BY ANY OF THE RELEASED PARTIES, INCLUDING BUT NOT LIMITED TO: (1) YOUR USE OR  INABILITY TO USE THE SERVICES, PRODUCTS, SITES, AND/OR LINKED WEBSITES; (2) YOUR USE OF OR INABILITY TO USE ANY PROPERTY; (3) YOUR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES; (4) ANY LOST PROFITS, ERRORS, DEFECTS, OR DELAYS; (5) ANY COSTS OR EXPENSES ARISING OUT OF OR RELATED TO THE INSTALLATION OR REMOVAL OF ANY SERVICES OR PRODUCTS; (6) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (7) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (8) ANY INJURY OR DEATH TO YOU; (9) ANY DAMAGE TO YOUR PROPERTY OR OTHERS; AND/OR (10) ANY PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTIES, EVEN IF THE POSSIBILITY OF SUCH DAMAGES COULD HAVE BEEN FORESEEN BY Climbing Sensei (11) ANY OTHER MATTER RELATING TO THE SITES, LINKED WEBSITES, AND ANY PRODUCTS OR SERVICES PROVIDED TO YOU BY Team of 2 OR THE RELEASED PARTIES. YOU AGREE TO ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING ALL SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.

13. Limitation of Damages.  TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT Climbing Sensei’s TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL DAMAGES TO YOU AND/OR YOUR PROPERTY ARISING OUT OF OR RELATED TO YOUR ACCOUNT AND /OR THE PROVISION OF PRODUCTS AND SERVICES IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID TO Climbing Sensei HEREUNDER IN THE CALENDAR MONTH PRECEDING THE DATE OF THE INITIAL OCCURRENCE OF LIABILITY (OR, IF NO SUCH FEES HAVE BEEN PAID, $10.00).  YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT Climbing Sensei WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

14. Assumption of Risk.  WARNING: CLIMBING, BOULDERING, WEIGHT LIFTING, CARDIOVASCULAR AND/OR ATHLETIC TRAINING, ONLINE AND/OR REMOTE TRAINING AND INSTRUCTION, TRAINING WITH PROFESSIONAL CLIMBERS, COACHES, AND OTHER CLIMBERS AND ATHLETES OF VARYING EXPERIENCE AND SKILLS, AND ALL SERVICES AND ACTIVITIES PROVIDED TO YOU BY THE RELEASED PARTIES, ARE EXTREMELY INTENSE, STRENUOUS, AND PHYSICALLY DEMANDING ACTIVITIES, AND ARE POTENTIALLY LIFE THREATENING, HAZARDOUS, AND DANGEROUS. By purchasing and/or using the Services, Sites, and/or Linked Websites in any manner, you agree that you are: (1) personally and solely responsible for: (a) learning and knowing the limits and capabilities of the Services, activities, and yourself, (b) the proper use of and techniques to safely use the Services, Sites, and/or Linked Websites, and to perform the activities described therein, (c) making responsible, sound decisions in changing situations, and (2) you assume all risks and accept full and complete responsibility for any and all damages and injury of any kind to yourself or others, including death, paralysis, and serious injury, which may result from or is related to your use of the Services, Sites, and/or Linked Websites.  In addition, YOU AGREE TO ASSUME ALL RISKS AND ACCEPT FULL AND COMPLETE RESPONSIBILITY FOR ANY AND ALL DAMAGES AND INJURY OF ANY KIND, INCLUDING DEATH, PARALYSIS, AND SERIOUS INJURY, WHICH MAY RESULT FROM OR IS RELATED TO YOUR USE OF OR RELIANCE UPON ANY MATERIALS OR INFORMATION PRODUCED BY THE RELEASED PARTIES, AND/OR THAT IS CONTAINED IN ANY SITES, LINKED WEBSITES, CATALOGS, PUBLICATIONS, AND/OR OTHER MATERIALS.  Resources like those described in the preceding sentence can provide useful information and tips, but they are no substitute for good decision making, safe and appropriate use of instruction and equipment for the numerous hazardous situations to which you may be exposed.

15.  Indemnity. YOU IRREVOCABLY AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS Climbing Sensei, AND THE RELEASED PARTIES, FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE, EXPENSE OR DEMAND (INCLUDING REASONABLE ATTORNEYS' FEES AND JUDGMENTS OF ANY KIND), RELATING TO OR ARISING OUT OF: (a) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT, AS IT EXISTS NOW AND IS AMENDED IN THE FUTURE, (B) YOUR CONTENT, (C) YOUR USE OF ANY OTHER CONTENT, (D) YOUR USE OF OR CONNECTION TO THE SITES, LINKED WEBSITES, AND/OR SERVICES (INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE, LINKED WEBSITES, AND/OR SERVICES), (e) YOUR VIOLATION OF ANY APPLICABLE LAWS,  (f) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER USER OR THIRD PARTY, AND/OR (g) ANY OTHER ACT BY YOU THAT CREATES LIABILITY FOR Climbing Sensei.

16. One Year Limitations Period for Claims. Regardless of any statute or law to the contrary, any claim or cause of action by you, your, estate, or anyone claiming to have been injured through you, arising out of or related to this Agreement, your use of the Services, the Sites, and/or Linked Websites must be filed and brought by you, your estate, or such person within one (1) year after such claim or cause of action arose or such claim or cause of action shall be and is forever barred.

17.  Basis of Bargain.  YOU ACKNOWLEDGE THAT Climbing Sensei HAS SET ITS FEES AND SOLD ITS SERVICES TO YOU IN RELIANCE UPON THE LIMITATIONS OF LIABILITY, THE DISCLAIMERS OF WARRANTIES AND DAMAGES, AND THE INDEMNIFICATIONS SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Climbing Sensei.  YOU AGREE THAT ALL OF THE LIMITATIONS OF LIABILITY, DISCLAIMERS, AND INDEMNIFICATIONS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

18. Compliance with Laws. You agree to use the Services, Sites, and Linked Websites in compliance with all applicable laws and this Agreement. If you access the Services, Sites, and/or Linked Websites from outside the United States, you will comply with all local laws regarding your use of the Services, Sites, and/or Linked Websites.  Any offer for any Services and/or features made on the Sites or Linked Websites is void where prohibited. If you choose to access the Services, Sites and/or Linked Websites from outside the U.S., you are solely responsible for complying with all applicable U.S. and local laws.  Although the Services, Sites, and/or Linked Websites may be accessible worldwide, not all Services or features provided or offered through the Sites or Linked Websites are available in all geographic locations, or available (legally or otherwise) for use outside of the U.S.  Climbing Sensei reserves the right to limit, in its sole discretion, the provision and quantity of any Service or feature shown on the Sites or Linked Websites to any person or geographic area.  This Agreement gives you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in this Agreement may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in this Agreement will apply to the fullest extent permitted by the laws of such applicable jurisdictions.

19. Choice of Law; Dispute Resolution: Mediation-Arbitration; Jurisdiction and Venue. All matters relating to your access to or use of the Services, and or Sites, and/or Linked Sites, including all disputes, will be governed by the laws of the United States and by the laws of the State of Colorado without regard to their conflicts of laws provisions.  This Agreement shall be governed by and enforced in accordance with, the domestic laws of Colorado without giving effect to any choice of law provision that would cause the application of the laws of any jurisdiction other than Colorado, irrespective of the fact that you are or may become a resident of a different state or nation.  The exclusive forum for any claims, causes of action, and/or disputes arising out of, related to, or in connection with this Agreement, the Services, Sites, and/or Linked Websites, shall be arbitration in Boulder, Colorado, according to the Rules of the American Arbitration Association (AAA). Prior to initiating arbitration, the aggrieved party shall notify the other party in writing of the nature of the dispute and of the party’s desire to mediate the dispute (the “Notice”).  After such Notice has been given, you and Climbing Sensei in good faith will select a mediator and participate in mediation in Boulder, Colorado, within sixty (60) days of the Notice.  If, within ninety (90) days after the Notice, the dispute is not resolved through negotiation or mediation, either you or Climbing Sensei may begin arbitration to resolve the dispute.  In such case, you and Climbing Sensei shall mutually agree on the selection of one arbitrator.  Should you and Climbing Sensei not agree on an arbitrator, the AAA shall appoint one.  You hereby waive any other venue to which you may be entitled by virtue of domicile, habitual residence or otherwise. You agree and consent that the AAA shall have jurisdiction over you for the limited purpose of resolving any disputes arising out of, related to, or in connection with this Agreement, the Services, Sites, and/or Linked Websites and entering any judgments related thereto, and that the state and federal courts of Colorado shall have jurisdiction over you for the limited purpose of entering and enforcing any judgments against you arising out of the arbitration. Except as otherwise provided in this Agreement, the costs of arbitration and mediation shall be split equally between you and Climbing Sensei and you and Climbing Sensei shall each be responsible for our own attorney fees.  You hereby waive any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waive any bond, surety, or other security that might be required of any other Party with respect thereto.  You hereby irrevocably waive, to the fullest extent permitted by law, (a) any objection that you may now or hereafter have to such jurisdiction and venue and (b) any claim that any such proceeding has been brought in an inconvenient forum. Note that the preceding provision regarding venue may not apply if you are a consumer based in the European Union, however, in all cases, the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any way to any dispute arising out of or related to this Agreement, the Services, Sites, and/or Linked Websites. A printed version of this Agreement and of any notice given by Climbing Sensei in electronic form shall be admissible in any arbitration, judicial or administrative proceeding arising out of or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

20. Miscellaneous Provisions.

20.1 Entire Agreement. This Agreement, including our Privacy Policy and any release that you sign, constitutes the entire agreement between you and Climbing Sensei.  This Agreement governs your use of the Services, Sites, and/or Linked Websites, and supersedes any prior agreements between you and Climbing Sensei. This Agreement may be amended or modified at any time, with or without notice, only by Climbing Sensei. Your continued use of the Services, Sites, and/or Linked Websites after any such modification constitutes your consent to the new Agreement. All rights not explicitly granted in this Agreement are hereby reserved by Climbing Sensei.

20.2 Notice. We may send you any notices via e-mail or regular mail to the address we have on file for you. We may provide notice to you by displaying the notice on the Site as described in this Agreement. You will provide any notices to Climbing Sensei solely as directed in this Agreement or in writing at the following address: Climbing Sensei, Inc., 601 Dahlia Way, Louisville, CO  80027.

20.3 Assignment. You shall not assign, delegate or otherwise transfer your Account and/or any of your rights or obligations under this Agreement to any third party. Climbing Sensei retains the right, in its sole discretion, transfer or assign all or any part of its rights and/or obligations under this Agreement to any third party, and retains the right to delegate or use third party contractors to fulfill its duties and/or obligations under this Agreement.

  20.4 Severability. If any clause or provision of this Agreement is held by the arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement.  Such provision shall be deemed amended to the minimum extent possible to conform to the requirements of the law so as to be valid and enforceable in light of Climbing Sensei’s apparent intent as evidenced by this Agreement.  If such provision cannot be amended without materially altering such intention, the arbitrator or court having jurisdiction shall revise the provision in a reasonable manner, to the minimum extent necessary to make it binding and enforceable.  If no such revision is possible, this Agreement shall be construed as if such provision had never been contained herein, provided that such provision shall be curtailed, limited or eliminated only to the minimum extent necessary to remove the invalidity, illegality, or unenforceability and the rest of this Agreement shall remain in full force and effect.

20.5 Collection of Fees. In the event that you fail to pay any Fees or amounts when due or the method of payment you use is or becomes ineffective, and we take any steps to collect on any monies owed, including retaining a collection agency and/or attorney, or if we have to collect any monies owed us through arbitration or judicial proceedings, you agree to pay Climbing Sensei, in addition to the sums referred to above, all costs and expenses of collection and/or suit incurred by Climbing Sensei, and/or its assigns, including, but not limited to reasonable attorneys' fees.

20.6 Survival. Each provision of this Agreement, which by its terms is to apply after the termination of this Agreement, specifically including but not limited to any rights or licenses granted to Climbing Sensei, shall survive the termination or expiration of this Agreement.

20.7 Waiver. Climbing Sensei’s failure to enforce all or any part of this Agreement or respond to a breach thereof by you or any other party shall not in any way be construed as a waiver or a relinquishment of any right granted Climbing Sensei hereunder of the past, present, or future performance of all or any part of this Agreement, and all of your obligations set forth in this Agreement shall continue in full force and effect.  No waiver will be valid unless in writing and signed by an authorized officer of Climbing Sensei.

20.8 Headings. All headings in these Terms are for convenience or reference only and shall be ignored in construing these Terms.

20.9 Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. You agree that electronic, digital and facsimile signatures shall be accepted as originals. You represent and warrant that you have the requisite power and authority to enter into this Agreement and to fully perform fully your obligations hereunder, and that by signing this Agreement you understand and agree to all of the terms and conditions of this Agreement and you execute this Agreement voluntarily with full knowledge of its significance and the consequences thereof and are legally bound by all of its terms.

Your Feedback.   We welcome your comments, feedback, suggestions, and other communications regarding the Site and the information and services we make available through the Site (collectively, "Feedback"), however please note that at any Feedback that you provide to us will become and remain our exclusive property, and that by providing feedback you agree that we are permitted to use, disclose, display, and/or distribute any Feedback as we deem fir in our discretion, without restriction and without compensation. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Questions About This Agreement. If you have any questions regarding this Agreement, please contact us by email at justen@climbingsensei.com or by mail at Climbing Sensei, Inc., 601 Dahlia Way, Louisville, CO  80027.