Last Updated: November 19, 2021
This Digital License Agreement (“License”) administers your access or utilization of the online service that enables you to access clymbup.tech, clymbup.io, clymbup.app, the Clymb web application and the Clymb mobile application (referred to herein either individually or collectively as the “Service”), as well as the Clymb exercises, recordings, supplemental and related activity lessons, resources, videos, software, and other assets (referred to herein either individually or collectively, together with the Service, as the “Curriculum”) provided by Infinite Focus, Inc. (“Infinite Focus, Inc.,” “Clymb,” “we,” or “us”).
PLEASE NOTE: CLYMB MAY MODIFY OR AMEND THE TERMS OF THIS LICENSE BY POSTING A COPY OF THE MODIFIED OR AMENDED LICENSE ON ITS WEBSITE. YOU WILL BE DEEMED TO HAVE AGREED TO ANY SUCH MODIFICATION OR AMENDMENT BY YOUR DECISION TO CONTINUE USING THE CLYMB SOFTWARE FOLLOWING THE DATE IN WHICH THE MODIFIED OR AMENDED LICENSE IS POSTED ON ITS WEBSITE IN THE LICENSE LINK. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY UPDATED TERMS, (I) YOU MUST NOTIFY THE COMPANY AT SUPPORT@CLYMBUP.IO WITHIN THREE (3) DAYS FROM THE POSTING DATE, (II) YOU MUST STOP USING THE CLYMB SOFTWARE PERMANENTLY, AND (III) YOUR SUBSCRIPTION WILL TERMINATE.
1. Consent to Electronic Communications; Qualification.
2. Scope of License to the Clymb Software.
Subject to the terms and conditions of this License, Clymb grants you a limited, non-exclusive, non-transferable (except to another user in your organization where you are accessing the Clymb software on behalf of your organization), non-sublicensable, revocable license during your Subscription to use the Clymb software and any associated documentation and information provided by Clymb solely for your own internal, noncommercial use. Any Clymb updates or upgrades to the Clymb software, including any updates or redesigns that supplement or replace the original software shall likewise be governed by this License unless separate license terms accompany such updates or redesigns, in which case such separate terms will apply in the event of a conflict between such separate terms and this License or as otherwise provided in such separate terms. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MODIFY THE SERVICE AND/OR SOFTWARE (OR ANY FEATURES OR FUNCTIONALITY THEREOF) AT ANY TIME WITHOUT NOTICE AND WITHOUT OBLIGATION OR LIABILITY TO YOU. You cannot rent, lease, lend, sublicense, assign or transfer the Clymb software, this License or any of the rights granted hereunder, except with the express prior written consent of Clymb in Clymb’s sole discretion. Any attempted rental, lease, lending, sublicensing, assignment or transfer in contravention of this provision shall be null and void and of no force or effect.
3. License Restrictions.
The rights granted in Section 2 of this License constitute the entirety of your rights with respect to the Clymb software and Clymb reserves all rights in and to the Clymb software not expressly granted to you in this License. The license granted to you in Section 2 is for internal purposes only and does not allow you to do any of the following: (a) permit or authorize any third party (other than an authorized user who separately agrees to this License) to access or use the Clymb software; (b) use the Service and/or the Software on any device you do not own or control; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Service and/or the Clymb software or any proprietary materials of Clymb; (d) modify, alter or create any derivative works of the Clymb software; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Clymb software; (f) work around any technical limitations in the Service and/or the Clymb software; (g) use the Clymb software for purposes other than those for which it was designed or permitted under this License, including, but not limited to, for purposes of downloading or distributing any content made available via the Service; or (h) your software password is personal to you and must not be shared by various users or used for the benefit of other persons or companies. Unless stated in this License or otherwise by Clymb, nothing in this License shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication, statute or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages. THE LICENSE GRANTED IN SECTION 2 TO USE the Clymb software AND/OR SERVICE IS REVOCABLE AT ANY TIME.
4. Ownership of the Service.
The Service is licensed, not sold, and is at all times subject to these Terms. The Service is the valuable property of Clymb and our licensors and is protected by copyright and other intellectual property laws and treaties. Clymb, and our licensors, own all right, title, and interest in and to the Service, including all copyright and other intellectual property rights therein.
5. Payment Terms.
- (a) Subscriptions. We offer a subscription plan for access and use of the Service (each, a ”Subscription”), on an annual or other periodic basis, all as specified on the Service site.
WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) Clymb (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU IN FULL OR ON A PERIODIC BASIS (AS SELECTED BY YOU VIA THE SERVICE) FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) IN ADVANCE; AND (B) YOUR SUBSCRIPTION WILL CONTINUE THROUGH THE APPLICABLE SUBSCRIPTION TERM UNLESS WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICE IN ACCORDANCE WITH THIS LICENSE.
- (b) Cancellation Policy. CLYMB WILL OFFER YOU A FULL REFUND WITHIN 15 DAYS OF PURCHASE. CLYMB HAS NO OBLIGATION TO REFUND ANY AMOUNTS FOR SUBSCRIPTIONS CANCELLED MORE THAN FIFTEEN (15) DAYS AFTER PURCHASE. CLYMB DOES NOT OFFER REFUNDS ON SUBSCRIPTIONS PURCHASED DURING PROMOTIONS.
- (c) Free or Promotional Trials. From time to time, to the extent legally permitted, we may offer free or reduced rate promotional trials of certain Subscriptions for specified periods of time without payment or for a reduced promotional price. If we offer you a free or promotional trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial, during the registration process on clymbup.app, or when the code for the trial is entered on clymbup.app. ONCE YOUR FREE OR REDUCED-RATE PROMOTIONAL TRIAL ENDS, YOUR ACCESS TO THE SERVICE AND/OR SOFTWARE WILL AUTOMATICALLY END AS WELL, WITHOUT NOTICE FROM US. AT SUCH TIME (OR AT ANYTIME BEFORE THE END OF YOUR FREE OR REDUCED RATE PROMOTIONAL TRIAL), YOU HAVE THE OPTION TO PURCHASE A SUBSCRIPTION THROUGH THE PROCESS DESCRIBED IN THIS LICENSE. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE OR REDUCED-RATE PROMOTIONAL TRIALS AT ANY TIME, WITHOUT NOTICE, AND IN OUR SOLE DISCRETION.
- (d) Payment and Billing Information. By providing a payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you permit us (or our third party payment processor) to charge your payment method for the total amount of your Subscription or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter to proceed with your order. In the event you want to change or update payment information associated with your account, you can do so by calling, emailing, or otherwise contacting us to adjust or edit your payment information. You acknowledge that the amount billed may vary due to promotional offers, changes to your Subscription or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.
- (e) Pricing and Availability. All prices are shown in US dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with your Subscription, we will provide advance notice of such changes in accordance with Section 5. We will not, however, be required to notify you of changes in any applicable taxes. All our Services and Subscriptions are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, or to discontinue offering certain Services or Subscriptions without prior notice, even if you have already placed an order.
- (f) Taxes. You are responsible for any sales, duty or other governmental taxes or fees due with respect to your purchase of a Subscription or other Services. We will collect applicable sales tax if we determine that we have a duty to collect sales tax. We will present any taxes that we are required to collect on your invoice; but note that actual taxes charged may be adjusted from the amount shown on the invoice. Several factors may cause this, such as variances between processor programs and changes in tax rates.
Clymb encourages you to provide comments, suggestions, observations, information, and other feedback regarding the performance, features, and functionality of the Service and/or the Clymb software, including in response to any surveys or questions posed by Clymb (collectively, “Feedback”). To the extent you voluntarily provide Feedback, you understand and agree that the Service-related data and information obtained or collected by Clymb in connection with such access will be non-confidential and part of any Feedback you provide under this License. Clymb will own exclusive rights, including, without limitation, all intellectual property rights, in and to all Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
8. Support Services
Clymb may provide certain support or maintenance services for the Service and/or software during your Subscription. If you have any questions regarding the Service and/or software, please contact Clymb at email@example.com.
9. No Warranty.
10. Limitation of Liability.
ALL LIMITATIONS OF LIABILITY UNDER SECTION 10 WILL APPLY EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS LICENSE, AT LAW OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
11. Term and Termination; Survival.
The license granted under Section 2 to use the Service and/or the Clymb software shall be in effect from the date you first access the Service until the end of your Subscription. Either party may terminate this License at any time, with or without cause, by providing written notice (email is sufficient) of termination to the other party. Upon such termination, the license granted under Section 2 will automatically terminate and you must promptly: (a) cease accessing and using the Service and/or Software and any information related to the Service and/or Software; and (b) destroy all information related to the Service and/or Software in your possession or control. The following sections of this License will survive any termination or expiration of this License: Sections 1, 3, 4, 5(f), and 6–14.
If any term, clause, or provision of this License is determined to be invalid or unenforceable, then that term, clause, or provision will be severable from this License and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of this License.
If you have any questions or concerns regarding the Service and/or Software or this License, please contact Clymb at firstname.lastname@example.org.
Infinite Focus, Inc.
901 S Bond St UNIT 400, Baltimore, MD 21231