Climb™ Terms and Conditions
This Climb™ Terms and Conditions (“Agreement”) is a binding contract between you (“You,” or “your”) and (“We,” “our”, or “us”). This Agreement governs your access to and use of the Climb™ Services. If you have executed a Master Service Agreement (“MSA”) with RockStep Solutions, Inc. for use of the Climb™ Services, the terms and conditions of such MSA will supersede the terms of this Agreement.
TERMS AND CONDITIONS OF USE.
Please take time to read these provisions carefully, because they are legally binding. The terms and conditions of this Agreement apply to your use of our website climb.bio, or any other website that hosts the Climb™ Services, (the “Site”), including services provided through the website, and related software provided through or downloaded at the Site (collectively the “Services”). Your use of the Services is governed by this Agreement. By using the Services, you agree to be bound by this Agreement, whether you are a visitor, which means that you simply browse the Site or any of its applications, or you are a user with a registered account.
MODIFICATION OF THESE TERMS OF USE.
Rockstep Solutions, Inc. reserves the right to modify or change the terms of this Agreement. Any modification shall be effective once posted to the Site and/or software application. You agree to be bound to any changes to this Agreement when you use the Services after any modification to this Agreement has been posted. Please review this Agreement regularly to ensure you are updated as to any modifications.
The term “User” refers to any visitor or registered user of the Services, unless provided otherwise. You are only authorized to use the Services if you agree to abide by all applicable laws and this Agreement. If you do not agree with it, you should leave the Site or any of its applications and discontinue use of the Services immediately. If you wish to become a registered User, communicate with other Users, and make full use of the Services, you must read this Agreement and indicate your acceptance during the acceptance and registration process.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
1. ELIGIBILITY.
By using the Services, you represent to us that (a) any registration information you submit is truthful and accurate; (b) you are eighteen (18) years of age or older; and (c) your use of the Services does not violate any applicable law or regulation. Your account may be deleted and your use of the Services and Site may be terminated without warning or notification to you, if we believe that you are under eighteen (18) years of age.
2. FEES.
a) Access to the Services is on a subscription fee basis (“Subscription Fee”). License fees apply except where you are using the Services over any trial period granted by us. You grant us the right to audit your use of the Services, so as to ensure compliance by you with the terms and conditions of this Agreement.
b) Any default in payment shall entitle us to suspend or restrict access to your account until payment is received, or to terminate this agreement and delete your User information and content. Late payment fees may also be incurred.
c) There are no cancellations or returns. Subscription payments entitle you to use Climb™ Services for the license term.
d) We may at any time, upon notice required by applicable law, change the price of the Subscription Fee or institute new changes or fees. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of change. If you do not agree to any such price changes, then you must cancel your account and cease from using the Services. Your continued use of the Services after the effective date of change shall constitute your acceptance of such change.
e) All purchases are renewable after one (1) year. You have the option to upgrade and purchase additional services and functions within three hundred sixty-five (365) days of the original purchase. Additional fees will apply to any upgrade.
3. REGISTRATION AND PRIVACY.
When you sign up to become a User, you will also be asked to create a password. You are entirely responsible for maintaining the confidentiality of your password. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all uses of your account. You agree to accept responsibility for all activities that occur under your account or password. If you are accessing and using the Services on someone else’s behalf, you represent that you have the authority to bind that person as a principal to all the terms and conditions provided herein and you agree to accept liability for harm caused by any wrongful use of the Services resulting from such access or use.
1) Your use of the Services, including any registration process, may involve disclosure to RockStep Solutions, Inc. of your personal data, which may include sensitive personal data (“User Content”). In the event that you do so disclose such personal data you:
a) warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of the Service in accordance with our Privacy Policy and
b) you consent to the use of such personal data in accordance with our Privacy Policy.
2) You agree to our limited use of your non-confidential User Content in accordance with our Privacy Policy, for promotional and advertising purposes only. If you do not wish to be featured in our promotional material please notify us immediately at info@rockstepsolutions.com.
3) Please review our Privacy Policy, which also governs your visit to the Site and use of the Services, so that you may understand our privacy practices.
WE DO NOT SHARE PERSONAL INFORMATION WITH THIRD PARTIES EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STATEMENT BELOW.
We may provide Personal Information to third parties for their use in performing internal business functions (e.g., payment processing, customer service, maintenance, security, data analysis, analytic tools, email transmission, beta testing, or data hosting) on our behalf. Additionally, some third party service providers may collect information, including Personal Information, on our behalf. Whenever possible, we require such third-parties to only collect and use Personal Information in accordance with this Agreement and our Privacy Policy, to maintain the confidentiality, security, and integrity of such Personal Information, and for no purpose other than providing us with our requested services. If you are unwilling to submit Personal Information that is necessary to provide or use our website – rockstepsolutions.com – and/or its Services, you will not be able to register, access or participate in most or all of our Sites and/or Services.
4. INTELLECTUAL PROPERTY.
All content available on the Site or through the Services, including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the “Content”) is the property of Rockstep Solutions, Inc., our affiliates, our partners or our licensors, and is protected by United States and international intellectual property laws. The trademarks, logos, and service marks displayed on the Site or through the Services (collectively the “Trademarks”) are the registered and unregistered trademarks of Rockstep Solutions, Inc., our affiliates, our licensors or our partners, in the United States and other countries, and are protected by United States and international trademark laws. All other Trademarks not owned by us, our affiliates, our partners or our licensors are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Except as set forth in the limited license below, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of the Site or through the Services may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
5. USE OF SERVICE.
1) In consideration for your continuing agreement to the terms and conditions of this Agreement, including the payment by you of the fees charged by us (if applicable) for use of the Services, we grant you a limited, revocable, non-exclusive, non-assignable, non-transferable, non sub-licensable limited right to access and use the Services during the subscription term solely for your internal business operations by authorized Users in accordance with the terms and conditions herein.
2) You agree not to access (or attempt to access) any part of the Services by any means other than through the interface that is provided by us.
3) You may not sell or modify the material or reproduce, republish, display, publicly perform, distribute, or otherwise use the material in any way for any public or commercial purpose. Unauthorized use of the Services for any other purpose is prohibited. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site or the Services. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, other automatic device, or manual process to monitor or copy our Site, its content or source code without our prior written permission.
4) You agree that you will not engage in any activity that interferes with or disrupts the Services, or the servers and networks which are connected to the Services.
5) In order to enhance user experience, you agree that we may change the structure, content and nature of the Services at any time without notice to you. In particular, you agree that:
a) we may cease providing any or all of the Services to you;
b) if we (in our sole discretion) determine that your bandwidth usage exceeds your allotted level based on your “Subscription Fee”, we may control your use of the Site by reducing or preventing your access.
6) We may choose to update the Services. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Services. You agree that we may automatically deliver such updates to you as part of the Services and you shall receive and install them as required.
7) We will maintain the Services and User Content at a reputable third party Internet Service Provider (“ISP”), hosting and cloud storage facility, to be subject to commercially reasonable security precautions to prevent unauthorized access to the Services and User Content. You acknowledge that, notwithstanding such security precautions, use of or connection to the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and User Content. Accordingly, and notwithstanding any other provision of this Agreement, we cannot and do not guarantee, and will not be liable in any way to you or any other party for the privacy, security, loss or authenticity of any information transmitted over the internet (including any User Content).
8) You represent and warrant to us that any and all information provided by you is true, accurate and complete. You undertake to notify us promptly of any changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorized to use. We reserve the right to decline any application from you to register as a User of the Services in our sole discretion and/or to suspend your use of the Services where we in our sole discretion believe that you are in breach of any provision of this Agreement.
9) If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at info@rockstepsolutions.com.
10) International Users & U.S.-EU Switzerland Safe Harbor
a) RockStep Solutions, Inc. Sites and/or Services may be hosted in the United States. If you utilize our Sites and/or Services from the European Union or Switzerland, or any other region with laws governing data collection and use that may differ from U.S. law, please note that you are transferring your personal data outside of those jurisdictions to the United States. The United States does not have the same data protection laws as the European Union, Switzerland and other regions. By providing Personal Information under this Policy, you consent to the use of your Personal Information in accordance with this Policy and the transfer of your Personal Information to the United States.
b) Rockstep Solutions, Inc. is committed to complying with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Rockstep Solutions, Inc. is committed to adhere to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view TechSmith’s certification, please visit http://www.export.gov/safeharbor/.
6. USER CONTENT.
1) We do not claim any ownership rights and you agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) in the text, files, images, including but not limited to photos, video, sounds, musical works, works of authorship, or any other materials and other like materials that you create, upload, download, transmit, store, post, email or display while using the Services (any and all such content being part of User Content) and for the consequences of your actions (including any loss or damage which we may suffer) by doing so. We do not control the User Content used in the Services, nor do we guarantee the accuracy, integrity or quality of such User Content.
2) By uploading any User Content and/or using or storing any User Content through the Services you represent and warrant that:
a) you have the lawful right to reproduce and distribute such User Content;
b) the uploading, downloading, posting, emailing or transmission by any other means of the User Content will not constitute or encourage a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
3) the User Content submitted by you will not be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable, or invasive of another’s rights including rights of celebrity, privacy and intellectual property; and
4) the User Content submitted by you will not breach national or international data protection or intellectual property laws, nor infringe the intellectual property rights or other statutory rights of any third party.
5) you are solely responsible for any third party content in any of your User Content and for the use of such content, including on our Site and through the Services. We reserve the right to remove such content from your User Content if required by such third parties.
6) You acknowledge and agree that we are not responsible or liable in any way for any User Content provided by you or other users and have no duty to moderate such User Content. However, we reserve the right at all times to determine whether User Content is appropriate and in compliance with the terms and conditions of this Agreement, and may move, modify and/or remove User Content at any time, without prior notice and in our sole discretion, if such User Content is found to be in non-compliance with this Agreement or notified to us as objectionable by a third party. We also reserve the right to provide User Content to any third party who, in our sole opinion, demonstrates a proper legal basis for such disclosure.
7) When the User’s account expires after one (1) year from the initial date of purchase and the User does not choose to renew the subscription and the account becomes inactive for six (6) months, we reserve the right to terminate the account (including deletion of all data, analytics and account information). We may change this policy at any time.
7. INDEMNIFICATION.
You shall indemnify us and hold us harmless, without limitation and upon demand, against any claims, proceedings, actions, costs, damages, expenses, liability, losses and demands (including reasonable legal expenses) that may be incurred by us and whether directly or indirectly arising from:
(a) any User Content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any breach by you of the terms and conditions of this Agreement; or (d) infringement by you or your User Content of third party intellectual property rights. You also agree to indemnify us for any loss, damages or costs, including reasonable attorney’s fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
8. NO ERROR OR BUG FREE PERFORMANCE.
We cannot guarantee error-free performance at the Site or through Services. We will make reasonable efforts take prompt corrective action when we learn of any Site, Services, software or application, bugs, errors or performance issues.
9. LINKS TO OTHER SITES, THIRD PARTY SERVICES, NEWSLETTERS AND FORUMS.
The Site may contain links to web sites not operated or maintained by us. These links are provided solely as a convenience to you and not as an endorsement by us of the contents of such third party web sites and its services. The Site might also include forums, contests, products, services, newsletters, pools and communications that we send to our users and may contain links to content provided by third-parties. We are not responsible for the content of the sites of others and we make no representations regarding the content or accuracy of materials on such sites. If you decide to access the content or participate in any forum, contest, product review, service, newsletter, pool and communication, you do so at your own risk, and waive any and all claims against us. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-Site pages or any other websites linked to or from the Site, nor do we assume any such responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all off-Site pages and other websites that you visit.
10. LINKS TO ROCKSTEP SOLUTIONS, INC. SITE.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Site for personal, noncommercial use only. A website that links to our Site (1) may link to, but not replicate, our content; (2) may not imply that we are endorsing such website or its services or products; (3) may not misrepresent its relationship with us; (4) may not contain content that may be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (5) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services or opinions; (6) may not use any trademark without express written permission; (7) may not link to any page of the Site other than the homepage. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link.
11. PURCHASE RELATED POLICIES.
The Services available on the Site, and any samples thereof we may provide to you, are for personal use only. You may not sell or resell any of the Services, or samples thereof, that you purchase or otherwise receive from us. We reserve the right to, with or without notice, cancel or reduce the quantity of any orders that we believe, in our sole discretion, may result in the violation of the terms and conditions of this Agreement.
12. SUBMISSIONS.
We welcome inquiries or feedback on the Site and Services you use or might like to purchase, however it is our policy to decline unsolicited suggestions and ideas. Notwithstanding our policy with regard to unsolicited suggestions and ideas, any inquiries, feedback, suggestions, ideas or other information you provide to us (collectively the “Submissions”) will be treated as nonproprietary and nonconfidential. Subject to the terms of our Privacy Policy, by transmitting or posting any Submissions, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, worldwide and fully sublicenseable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute and display any Submission in any form, media, or technology, whether now know or hereinafter developed, alone or as part of other works. You also acknowledge that your submission may not be returned and we may use your Submission, and any ideas, concepts or know-how contained therein, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from your claims to any rights in any Submission.
13. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY.
The Site and the Services are presented “as is”. We make no representations or warranties of any kind whatsoever, express or implied, in connection with the terms and conditions of this Agreement or the Site and Services, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose, unless such representations and warranties are not legally excludable. You agree that we will not be responsible or liable, under any circumstances, for any: (1) interruption of business; (2) access delays or access interruptions to the Site and the Services; (3) data non-delivery, mis-delivery, corruption, destruction or other modification; (4) loss or damages of any sort incurred as a result of dealings with or the presence of off-website links on the website; (5) computer viruses, system failure or malfunction that may occur in connection with your use of the Site and the Services, including during hyperlink to or from third-party websites; or (6) events beyond our reasonable control. Further, to the maximum extent permitted by law we will not be liable for any indirect special, incidental, or consequential damages of any kind (including lost profits) related to the website regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum aggregate liability exceed one hundred dollars ($100).
14. DISPUTE RESOLUTION, LAW AND JURISDICTION.
This Agreement shall be interpreted, construed and governed by the laws of the State of Maine, USA, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the District Courts of the State of Maine in Cumberland County or the Federal District Court of the State of Maine (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Rockstep Solutions, Inc. shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief