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Disclaimer

TERMS OF USE

Please carefully review these Terms of Use, as they contain important information about your legal rights, remedies, and obligations. These Terms of Use (the “Terms of Use”) govern the use of all websites made available by or for Uphill Athlete, Inc. (“Uphill Athlete”, “we”, “us”, “our” or “UA”), as well as all of Uphill Athlete’s platforms, applications, trainings, training tools, and other information made available by us (collectively, the “Services”). In these Terms of Use, the words “you” and “your” refer to the individual, company, entity, or organization access or using our websites and the webpages hosted thereon (the “Site”) and/or Services.

To access or use the Site and/or Services, you must first read these Terms of Use and agree to all the terms and conditions contained herein. BY SUBSCRIBING TO ANY SERVICES PROVIDED BY US AND/OR ACCESSING AND/OR USING THE SITES AND/OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SITES OR SERVICES.

By agreeing to be bound by these Terms of Use, you represent and warrant that (i) you have read and understand these Terms of use; and (ii) you agree to be bound by these Terms of Use. If you are agreeing to be bound by these Terms of Use on behalf of any other person or entity, you further represent and warrant that you have full authority to bind your employer, organization, or applicable entity to these Terms of Use.

CHANGES TO THE TERMS OF USE. We are constantly working to improve our Services and develop new features to make our Services better for our customers. As a result, we may need to change these Terms of Service from time to time, and we reserve the right to add to, update, or change these Terms of Use at any time in our sole discretion by posting a new version of these Terms of Use to the Sites and/or Services. You should check these Terms of Use for changes each time you access the Sites and/or use the Services, as your continued use of the Sites and Services after we post any additions, updates, or changes to these Terms of Use will constitute your consent to be bound by the new Terms of Use. If you do not agree to any addition, update, or change to these Terms of use, you should not access or use our Sites and Services.

PRIVACY POLICY. We have established a Privacy Policy to explain how your information (and the information of any End User as defined below) is collected and used by us. By agreeing to these Terms of Use, you are also agreeing to our Privacy Policy. By agreeing to these Terms of Service, you also acknowledge and agree to the collection, use, sharing, and disclosure of your personal information and data as described in this Privacy Policy, as modified from time to time. You can access our Privacy Policy here.

INTENDED USE. The Services and/or Sites are intended to be used by individuals for purposes of the development of personal fitness goals and training. Your use of the Services and/or Sites for any other purpose or in any other manner is at your own risk.

REGISTRATION. To use the Services and/or Sites, you may need to create an account, including a username and password.  When you register for an account, you are required to provide information about yourself that is true, accurate, current, and complete in all respects, including your name, address, [sex], [age], [fitness level], [medical conditions we should be aware of], and e-mail address. You are solely responsible for disclosing full and accurate information about yourself. You may not impersonate someone else, create an account for someone else, provide another’s email or create multiple accounts.  You may not share your account information with any third party, and you are responsible for maintaining the confidentiality of your account. You are fully responsible for all activities that occur through the use of your account. Should any of your registration information change, please update your account information or notify us immediately.

AVAILABILITY. We may modify, update, interrupt, suspend or discontinue the Sites or Services, in each case in whole or in part, at any time in our sole discretion without notice. The Sites and/or Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.  We are not responsible for any delays, failures or other damage resulting from such problems.

LIMITED LICENSE. Subject to your compliance with these Terms and your timely payment of all fees charged for our Services, we grant you a limited, non-exclusive, non-transferrable, revocable license to access and use the Sites and Services. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell or otherwise exploit for any commercial or any other non-personal purpose the Sites or Services, or any content contained or made available via the Sites or Services, without our express written consent.  This limited license immediately terminates if you do not comply with the terms of this paragraph.

TERMINATION OF ACCOUNT. We reserve the right, in our sole discretion, to determine whether your use of the Sites and Services is consistent with these Terms.  We, in our sole discretion, may suspend, restrict or terminate your use of the Sites and/or Services.

RESTRICTIONS ON USE. In connection with your use of the Sites and Services, you represent and warrant to us that you:

  • are at least 18 years of age;
  • will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Sites or Services or the information made available on them;
  • will not access, retrieve, scrape, index, download or copy any information contained on the Sites or Services through artificial means, such as spiders, bots, hacking devices or other means;
  • will not attempt to gain unauthorized access to the Sites or Services, the accounts of other users of the Sites or Services, or other computer systems or networks connected to the Sites or Services, or store or transmit any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs, or send spam or otherwise unsolicited messages in violation of applicable laws;
  • will not use the Sites or Services in any way that could interfere with our rights or the rights of other users;
  • will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Sites or Services, features that prevent or restrict the use or copying of content on the Sites or Services, or features that enforce limitations on the use of the Sites or Services;
  • will not disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Sites or Services, or modify, adapt, create derivate works based upon, or translate the Sites or Services;
  • will not post any defamatory, illegal, infringing or misappropriated content to the Sites or Services or post otherwise unlawful, unsafe, malicious, abusive or tortious material; and
  • will abide by all applicable laws.

COMMUNICATIONS. You agree that we may communicate with you under these Terms of Use through email, regular mail or by posting any notices on the Sites or Services. You consent to receive communications from us electronically, such as e-mails, texts, or notices and messages on the Sites or Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

THIRD PARTY WEBSITES AND SERVICES. Our Sites and Services may include links to other websites or applications (each, a “Third Party Site”).  We do not control or endorse any Third Party Site and provide these links as a convenience only. You agree that your use of a Third Party Site is at your own risk and that we are not responsible for the availability or contents of any Third Party Site and in no event shall we, our parent, subsidiaries and affiliates, and their respective officers, directors, employees, agents, representatives, information providers and licensors, and their respective heirs and assigns, be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages from your clicking or following any links on the Sites or Services, even if informed of the possibility of such damages.

INTELLECTUAL PROPERTY. All content and information on the Sites and Services, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, and software are the exclusive property of Uphill Athlete or its licensors and are protected by United States and international copyright laws. Except for the limited license granted herein, these Terms of Use do not transfer from Uphill Athlete to you any of our or third party intellectual property rights, and all right, title and interest in and to the Sites and the Services will remain (as between you and Uphill Athlete) solely with us.

The trademarks, service marks, logos, trade dress, graphics page headers, button icons, scripts, and service names (collectively, the “Marks”) included in or made available through the Sites or Services are, unless otherwise identified, the property of Uphill Athlete. The Marks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear on the Sites or Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.  Product names used on the Sites and Services are for identification purposes only and may likewise be the trademarks of their respective owners.  No license or right is granted by implication, estoppel or otherwise to any Mark included in or made available through the Sites and Services.

NO WARRANTY. THE SITES, SERVICES AND ALL INFORMATION ON OR FROM THE SITES AND SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS OR FAILURE BY THE SITES OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITES AND SERVICES AND THEIR OPERATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY WARRANTY THAT THE SITES OR SERVICES WILL: (A) MEET YOUR REQUIREMENTS; (B) BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SITES OR SERVICES WILL BE CORRECTED.  YOU AGREE THAT USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SITES, SERVICES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERICES.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE THE SITES OR SERVICES OR FROM ANY INFORMATION OR CONTENT ON THE SITES OR SERVICES INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING SIGNED BY OUR DULY AUTHORIZED REPRESENTATIVE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESERVATION OF RIGHTS.  No other rights are granted except as expressly stated in these Terms of Service, and nothing herein conveys any rights or ownership or license in, or to, the Sites or Services or any underlying software or intellectual property. We own all right, title and interest, including all intellectual property rights, in and to the Services and the underlying software, and any and all updates, upgrades, modifications, enhancements, improvements or derivative works thereof, and in any idea, know-how, and/or program(s) developed by us or our authorized users during the course of performance of the Sites or Services.

CONFIDENTIAL INFORMATION. Neither party shall disclose to any third party any information or materials provided by the other party hereunder and reasonably understood to be confidential (“Confidential Information”) without the other party’s prior written consent, except as otherwise expressly permitted under these Terms of Service; provided, however, we may use and disclose your Confidential Information (in accordance with our Privacy Policy) as necessary to provide the Services. The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena. (unless receiving party is legally precluded from providing such notice). This Section will survive termination or expiration of your subscription to the Sites and/or Services.

INDEMNIFICATION. You agree to defend, indemnify, and hold us and all our affiliates, employees, officers, directors, contractors, agents, licensors, successors, and assigns harmless from any and all claims, judgments, awards, demands, suits, proceedings, investigations, damages, costs, expenses, losses, and any other liabilities (including reasonable attorneys’ fees, court costs and expenses) arising out of or relating to (i) your use of the Sites and/or Services in violation of these Terms of Service, (ii) a claim excluded under these Terms of Service, (iii) any actual or alleged breach by you of any representation, warranty, covenant or obligation under these Terms of Service, or (iv) your gross negligence or willful misconduct. Your indemnification obligations under this Section will survive any termination or expiration of your subscription to the Services.

GOVERNING LAW. These Terms of Use and the relationship between you and us, including but not limited to claims relating to the Sites and Services will be governed by the laws of the State of Washington, without regard to conflict of law provisions. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Okanogan County, Washington, and waive any defense of lack of personal jurisdiction or improper venue or inconvenient forum.

FORCE MAJEURE. No failure, delay or default in performance of any obligation of a party will constitute an event of default or breach of these Terms of Service to the extent that such failure to perform, delay or default arises out of a cause that is beyond the control and without negligence of such party, including (but not limited to) natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; a local exchange carrier’s activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; failures of telecommunications providers or internet service providers; and failures of third party suppliers, service providers or vendors. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

SEVERABILITY. These Terms of Use are severable. If any provision contained in these Terms of Use is found to be illegal, invalid or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and the illegal, invalid or unenforceable provision shall be deemed modified so that they are legal, valid and enforceable to the maximum extent permitted by law.

ENTIRE AGREEMENT. These Terms of Use incorporate by reference any terms or notices contained on the Sites and Services, including but not limited to the Privacy Policy, and contain the entire agreement between you and us regarding the use of the Sites and Services, and the ordering of products through the Sites and Services, and supersede any prior agreement, whether written or oral, between you and us regarding the subject matter contained in these Terms of Use.