Terms & Conditions
Welcome to Climboso.com. These Terms and Conditions (the “Terms”) set forth the terms and conditions governing your access to and use of the websites and various applications designed for download and use on computers, mobile phones, tablets, smart watches and other personal devices, and all features, functionalities, services and content made available through such websites and applications (collectively, the “Site”) by Oso Fitness Holdings Inc. and its subsidiaries and affiliates (collectively, “Oso”). The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained in the Terms. Your use of the Site constitutes your acknowledgement and agreement to all such Terms and express agreement that the Terms form a binding contract between you and Oso.
Visiting the Site or sending emails to Oso constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you are under 18, you may use the Site only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
THE MAXIMUM EXTENT PERMITTED BY LAW, OSO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SITES AND HAS NO RESPONSIBILITY FOR SUCH THIRD-PARTY SITES OR THE CONTENTS, FEATURES OR OPERATION OF SUCH THIRD-PARTY SITES. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS AND USE ANY THIRD-PARTY SITE IS AT YOUR SOLE RISK, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OSO WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF OR RELIANCE ON ANY THIRD-PARTY SITES.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms. As a condition of your use of the Site, you warrant to Oso that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Site, including but not limited to, text, videos, audio, graphics, logos, images, trademarks, services marks, trade names, icons, images, data, information, code and software (the “Site Content”) (regardless of whether registered or unregistered) as well as the compilation thereof, is the property of Oso or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. The Site and Site Content, including the selection, coordination, and arrangement of Site Content and the design and layout of the Site, constitute valuable intellectual property of Oso, and are protected by applicable copyright, trademark and other applicable intellectual property rights and laws. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Site Content in whole or in part. Oso content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Oso and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. No act of downloading or copying from, or otherwise using, the Site, even with Oso’s permission, will transfer any title, interest or right in or to the Site or Site Content to you. We do not grant you any licenses, express or implied, to the intellectual property of Oso or our licensors except as expressly authorized by these Terms. Oso hereby expressly reserves all rights not expressly granted in and to the Site and Site Content.
Use of Communication Services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication capabilities or facilities designed to enable you to communicate with the public at large, with a group, or with Oso (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
Oso has no obligation to monitor the Communication Services. However, Oso reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Oso reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Oso reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Oso’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Oso does not control or endorse the content, messages or information found in any Communication Service and, therefore, Oso specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Oso spokespersons, and their views do not necessarily reflect those of Oso.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
Materials Provided to Oso or Posted on Any Oso Web Page
Oso welcomes and appreciates your feedback regarding the Site and our climbing gyms. However, feedback, notes, messages, ideas, suggestions, posts, uploads, input or submissions to the Site or our associated services (collectively “Submissions”) posted on, submitted through, or otherwise sent to Oso as a result of, the Site shall become and remain the exclusive property of Oso; and such shall include, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission. Your posting, submission or sending of any such Submissions shall constitute an assignment to Oso of all title and interest, including all intellectual property rights, in and to the Submissions, and Oso will be entitled to use, reproduce, disclose, publish, distribute and otherwise exploit any Submissions for any purpose whatsoever, without restriction or liability and without notifying or compensating you in any way, and you hereby agree to waive any and claims against Oso in connection with the foregoing. No compensation will be paid with respect to the use of your Submission. Oso is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Oso’s sole discretion.
Third Party Accounts
You will be able to connect your Oso account to third party accounts. By connecting your Oso account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Site is controlled, operated and administered by Oso from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Site Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless Oso, its officers, members, shareholders directors, employees, contractors, service provides, agents, third parties and their successors and assigns (“Oso Parties”), for any losses, damages, costs, liabilities and expenses (including without limitation reasonable attorney’s fees) relating to or arising out of: (1) your access, use of or inability to use the Site or services, (2) any user postings made by you, including Submissions, (3) your failure to comply with these Terms or with any applicable law, rules or regulations, (4) your violation of any rights of a third party, (4) your infringement, misappropriation or violation of the Site or Site Content or any third party’s intellectual property right, and (5) any activity occurring by or through your account, whether taken by you or another person accessing or using your account, with or without your consent. Oso reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Oso in asserting any available defenses. You may not settle any claims, actions or proceedings for which you are required to provide indemnification, without Oso’s prior written consent.
In the event the parties are not able to resolve any Dispute (as hereinafter defined) between them, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such Dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event of a Dispute, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire Dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms. The term “Dispute” shall mean the following: any dispute, claim, or controversy between you and Oso regarding any aspect of your relationship with Oso, whether based in contract, statute, regulation, ordinance, tort (including without limitation fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal, statutory or equitable theory, and includes the validity, enforceability or scope of these Terms, except for the scope, enforceability and interpretation of this Arbitration Agreement and Class Action Waiver.
Class Action Waiver
Any arbitration or Dispute under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Oso agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. OSO AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
OSO AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND (2) ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. OSO AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE, INCLUDING BUT NOT LIMITED TO: (1) WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR OPERATE WITH THE DEVICES, HARDWARE OR SOFTWARE YOU USE; OR (3) WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, OR FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OSO PARTIES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF OSO OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
YOU HEREBY ACKNOLEDGE AND AGREEMENT THAT IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Oso reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Texas in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Oso as a result of this agreement or use of the Site. Oso’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Oso’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Oso with respect to such use. If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations 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 the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Oso with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Oso with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon 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. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Oso reserves the right, in its sole discretion, to amend, revise or change the Terms. In the event the Terms are changed, the revised document will be posted here and such changes will be effective immediately upon that posting. Your continued use of the Site constitutes your acceptance of such changes and agreement to be bound by the modified Terms.
Oso welcomes your questions or comments regarding the Terms:
Effective as of April 28, 2019