Last Updated: February 27, 2023
Aurora Climbing Inc. (“Aurora” “we,” “us,” “our”) develops products and services designed to help you create and customize climbing routes through LED lighting systems developed for indoor rock climbing walls.
Please read these terms of use (the “Terms”) carefully. These Terms constitute a legally binding agreement between you and Aurora. By visiting the Websites or using or accessing the Services (each as defined below), you acknowledge that you have read and agree to be bound by and comply with these Terms and all applicable laws.
Aurora is committed to protecting the privacy of your personal information. To learn more about and understand our data collection practices, please see our Privacy Policy at https://kilterboardapp.com/privacy-policy. By accessing or using the Websites or the Services, you agree that Aurora can collect and use your personal information in accordance with our Privacy Policy.
IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITES OR THE SERVICES, AND, IF YOU HAVE DOWNLOADED OR INSTALLED ANY APPS ONTO YOUR DEVICE, YOU MUST UNINSTALL THE APPS FROM SUCH DEVICE IMMEDIATELY.
“Apps” means the mobile applications created, managed and owned by Aurora, including but not limited to any Aurora applications that include Aurora Clients’ branding.
“Aurora Clients” means the third parties whose branding is used on the Websites and/or Apps.
“Aurora IP” means Aurora’s names, slogans, logos, trademarks, service marks, domain names, and designations, whether registered or not; the Aurora Products; the Websites; the Services, Usage Data, and Feedback; any and all related software, code, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, and know-how; the arrangement and look and feel of the Websites, the Aurora Products, the Services and any features, functionality or content therein; all copyrights, patents, trade secrets and any other intellectual property rights inherent in or related to any of the foregoing; and any updates, modifications or derivative works (excluding the Contributed Content) of any of the foregoing.
“Aurora Products” means Aurora’s proprietary LED lighting systems for indoor rock climbing walls and controller boxes that communicate via Bluetooth or other means with the Apps, and any other products supplied by Aurora from time to time, whether supplied by Aurora directly or distributed or sold through a third party.
“Our Content” means all content that is not the Contributed Content, including but not limited to, any features or content that Aurora makes accessible to you through the Websites or the Services.
“Services” means the Apps, Our Content and all services made available to you by us through the Apps, including but not limited to, the ability to create and customize climbing routes using the Aurora Products and our proprietary software, but excluding the Linked Sites.
“Websites” means our websites at the following URL addresses and all affiliated subdomains: https://auroraclimbing.com/ and https://auroraboardapp.com/, and any websites owned and managed by Aurora that include Aurora Clients’ branding, including, without limitation, the website at the following URL address and all affiliated subdomains: https://kilterboardapp.com/.
“Contributed Content” means any material that you submit, create or upload by your use of the Services, including but not limited to your tracked climbing routes and ascents, data, information, images, screen shots, video, audio or other content, but excluding any of Our Content incorporated therein.
We reserve the right, in our sole discretion and at any time, with or without notice to you, to revise and update these Terms. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Websites and the Services. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Websites or the Services. Your continued use of the Websites or the Services after any such changes come into effect will constitute your acceptance of such changes.
Aurora reserves the right at any time to suspend or terminate your Account (as defined below), username, password, or other identifier (whether chosen by you or provided by us), or your access to the Websites or the Services, in our sole discretion, without notice and for any reason, including for any violation of these Terms. We also reserve the right, in our sole discretion, to (i) modify, suspend or discontinue offering the Websites or the Services, in whole or in part, including any of Our Content, at any time, for any reason or no reason, with or without notice to you; (ii) make changes to the Aurora Products that connect to the Services; and (iii) interrupt the Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications. Aurora will not be liable to you or any third party for any suspension or termination of your Account or your use of, or inability to use, the Websites or the Services.
BY USING OR ACCESSING THE WEBSITES OR THE SERVICES, YOU WILL GIVE UP CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE.
CLIMBING ON ARTIFICIAL CLIMBING STRUCTURES IS BY ITS VERY NATURE A POTENTIALLY HAZARDOUS ACTIVITY AND CARRIES INHERENT RISKS WHICH MAY INCLUDE, BUT ARE NOT LIMITED TO, HEART ATTACKS AND THE RISK OF CATASTROPHIC INJURIES, INCLUDING PARALYSIS OR DEATH, AND PERSONAL PROPERTY DAMAGE.
YOU ACKNOWLEDGE AND AGREE THAT AURORA DOES NOT PROVIDE CLIMBING INSTRUCTIONS, PRODUCTS OR SERVICES AND IS NOT RESPONSIBLE FOR INSTALLATION OF THE AURORA PRODUCTS. IT IS ESSENTIAL THAT YOU RECEIVE PROPER TRAINING FROM A SUITABLY COMPETENT PERSON WHEN ACCESSING OR USING THE AURORA PRODUCTS, THE SERVICES, AND ANY OF THE PRODUCTS USED IN CONJUNCTION WITH THE AURORA PRODUCTS OR DISPLAYED ON OR AVAILABLE THROUGH THE WEBSITES OR THE SERVICES, INCLUDING ANY THIRD PARTY CLIMBING HOLDS, FLOORING, BOARDS AND OTHER CLIMBING AND GYM EQUIPMENT OR APPARATUS (THE “ASSOCIATED EQUIPMENT”). YOU SHOULD NOT RELY SOLELY ON THE INFORMATION CONTAINED ON THE WEBSITES OR IN THE SERVICES, INCLUDING INFORMATION SHARED BY OTHER USERS OF THE WEBSITES OR THE SERVICES. LED LIGHTING SYSTEMS USE ELECTRICITY AND YOU ACKNOWLEDGE THAT THERE IS A RISK OF ELECTROCUTION OR FIRE IF LED LIGHTING SYSTEMS ARE NOT INSTALLED OR WIRED CORRECTLY.
BY ACCESSING OR USING THE WEBSITES, THE SERVICES OR THE AURORA PRODUCTS, YOU ACKNOWLEDGE AND VOLUNTARILY ACCEPT ALL RISKS, DANGERS AND HAZARDS, INCLUDING PERSONAL PROPERTY DAMAGE, BODILY INJURY OR DEATH, THAT MAY RESULT FROM SUCH ACCESS OR USE.
BY ACCESSING OR USING THE WEBSITES, THE SERVICES OR THE AURORA PRODUCTS, YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE AURORA AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AURORA PARTIES”) FROM ANY AND ALL LIABILITY, CLAIMS, OR RIGHTS OF ACTION FOR ANY PERSONAL PROPERTY DAMAGE, BODILY INJURY OR DEATH ARISING FROM OR IN ANY WAY RELATED TO YOUR ACCESS TO OR USE OF THE WEBSITES, THE SERVICES, THE AURORA PRODUCTS, AND ANY ASSOCIATED EQUIPMENT, INCLUDING IN THE EVENT OF THE NEGLIGENT ACTS OR OMISSIONS OF ANY OF THE AURORA PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS RELEASE IS BINDING ON YOUR HEIRS AND SUCCESSORS.
Access to and use of the Services is available only to users who have registered an account (the “Account”). If you do not have a valid registered Account, you are not authorized to use or access the Services. Aurora retains the sole discretion to approve applications for registration.
When you register for or update your Account or use the Services, you may be required to provide us with certain personal information, which may include your first and last name, email address, selected user name and password (collectively, the “Login Information”). This Login Information will be retained and used by Aurora in accordance with our Privacy Policy. You agree that all Login Information provided by you will be accurate and complete and that you will promptly update such Login Information if and when it changes. You further represent and warrant that your use of any user names attached to your Account will not violate or infringe upon the trade-mark, trade dress or other proprietary, privacy, publicity or personal rights of any third party. Without limiting any other rights and remedies of Aurora, Aurora reserves the right to suspend or terminate your Account and your ability to use the Services or a portion thereof for failure to comply with these Terms or any special terms related to a particular service, including where Aurora determines, acting reasonably but in its sole and absolute discretion, that the continued use of a user name will infringe on the proprietary or privacy, publicity or personal rights of any third party.
You are responsible for protecting the confidentiality of your Login Information and for restricting access to your computer or device. You are not permitted to share your Account(s) or Login Information or to allow any other person to access to your Account(s). You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Login Information or your Account(s), or any other security breach involving your Account(s) or the Services at support@auroraclimbing.com. We are not responsible for any unauthorized access of your Account(s) or Login Information even if you have advised us of such. You are responsible for all activities that occur under your Account(s), whether or not such activities have been authorized by you. Aurora strives to ensure the security of users’ data, including Contributed Content and your Account, however, we cannot guarantee that unauthorized third parties will not circumvent our security measures.
The Services operate on certain operating systems and are available through third party application stores on mobile devices. Currently, the Apps are available to be downloaded onto mobile devices through iOS and Android operating systems from the Apple App Store and Google Play. You acknowledge and agree that Aurora is not responsible for ensuring that your mobile device’s software is compatible with the Apps, or that you can use or access the Services through your mobile device. If you are using our Apps, you should check with your carrier to understand what data and messaging rates will apply as all such costs shall be borne by you.
You agree that we may enforce these Terms directly, as may the owners of the operating systems on which the Apps run, such as Apple and Google, who will also have the right to enforce these Terms against you as a third party beneficiary. If you download the Apps from the Apple App Store, then these Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, the terms of the Licensed Application End User License Agreement shall control.
You consent to receive electronic communications from Aurora either in the form of email, push notification or in-App notification to your mobile device or other forms of electronic messages sent to you at the addresses listed on your Account or by communications posted on or notifications through the Services (collectively, “Electronic Communications”). You acknowledge and agree that any Electronic Communication shall satisfy any legal requirement that such communication or notification be in writing.
You may only connect to the Aurora Products using the Services, as provided through the Apps, and you may not connect the Services to any product or equipment that is not an Aurora Product (“Authorized Connections”). Any violation or attempted violation may result in the immediate termination of your ability to access the Services. If you have any questions about whether a product, equipment or application qualifies as an Authorized Connection, please contact us at: support@auroraclimbing.com.
You acknowledge and agree that you will comply with all applicable laws in your use of the Websites and the Services and that you will not, and will not assist or encourage any other party to:
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to or extract the source code any of the Aurora IP, in whole or in part, unless expressly permitted or required by law, and in any case, without providing prior written notice to Aurora;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Aurora IP;
modify, copy, frame or mirror, or create derivative works based on the Aurora IP or any part, feature, function or user interface thereof;
publish, transmit, distribute or store content, material, information or data that (a) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (b) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights of any person, including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); (c) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”) or (d) violates any applicable law or encourages any conduct that could constitute a criminal offense or give rise to civil liability (the “Posting Guidelines”);
attempt to disrupt, degrade, impair or violate the integrity or security of the Websites or the Services or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Aurora internet protocol space;
use any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Websites or the Services in a manner that sends more request messages to Aurora than a human can reasonably produce in the same period of time by using a conventional web browser;
take any action that imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure, as determined by Aurora in its sole and absolute discretion;
collect or harvest any information relating to an identifiable individual, including Account names and information about users of the Services from the Websites or the Services;
use the Services for any commercial solicitation purposes;
bypass the measures we may use to prevent or restrict access to the Websites or the Services, including, without limitation, features that prevent or restrict use or copying of any of the Aurora IP or enforce limitations on use of the Services or Our Content therein;
remove, modify or obscure any copyright, trademark or other proprietary rights notices contained in or on the Websites or the Services;
execute any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between Aurora’s servers, the Aurora Products, the Services or any data not intended for you; or
access the Websites or the Services to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of any Aurora IP, (c) copy any ideas, features, functions, or graphics of any Aurora IP, or (d) determine whether any Aurora IP is within the scope of any patent.
Users can report any conduct or content that they believe is unacceptable use to Aurora at support@auroraclimbing.com.
Subject to your strict compliance with these Terms, Aurora grants you a non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable limited license to download, install, use and run the Apps on a single mobile device (provided such download is from a legitimate marketplace) only for the purpose of accessing the Services for personal, non-commercial use (the “License”). The term of your License commences on the date of your acceptance of these Terms and will end on the earlier date of your or Aurora’s suspension or termination of your Account. Your License will terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Services or you otherwise breach these Terms.
All Aurora IP will be and remain the sole and exclusive property of Aurora and may not be used except in accordance with these Terms or with our express written consent. Except for the limited rights expressly granted under these Terms, Aurora reserves all rights, title and interests in and to the Aurora IP and nothing in these Terms grants, by implication, estoppel, or otherwise, any intellectual property rights or other right, title or interest in or to the Aurora IP to you or any other person.
If you provide suggestions, ideas, enhancement requests, corrections, or other feedback to Aurora concerning any of the Aurora IP (“Feedback”), Aurora may use, disclose and exploit such Feedback without restriction or any obligation to account to you. Aurora is not required to consider or implement any Feedback.
Aurora may collect data associated with your use of the Websites and the Services, which includes, but is not limited to, your city, actions you take within and outside the Websites and/or the Services, your hardware/software/firmware, the browser you use, the identity of other apps, programs or software included on your device or platform, the date and time of your use of the Websites and/or the Services, your in-media time, activities, tracked events, and the URLs you visited and/or apps you used before and after using the Websites and/or the Services (“Usage Data”). You acknowledge and agree that your Usage Data will be owned by Aurora without providing compensation to you or any other person and without any liability whatsoever. Aurora will treat Usage Data in accordance with our Privacy Policy.
Similar to other internet content platforms, you grant Aurora a perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully exploit all of the Contributed Content, without notice or compensation to you of any kind. You hereby waive all moral rights in the Contributed Content in favour of Aurora and its successors and assigns. The license granted to Aurora and the above waiver of moral rights will survive any termination of these Terms.
Aurora respects the intellectual property rights of others and expects users of the Websites or the Services to do the same. We will respond to notices of alleged copyright infringement that are properly provided to us and comply with applicable law. If you believe that anything on our Websites or the Services, including the Apps, infringes any copyright that you own or control, please provide us with the following information:
a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
identification of the copyrighted work claimed to have been infringed;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
your contact information, including your address, telephone number, and an email address;
a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove content alleged to be infringing and/or terminate a user’s Account without prior notice and at our sole discretion. If you knowingly misrepresent that any content on our Websites or the Services is infringing, you may be liable to Aurora for certain costs and damages. Please submit all notices of alleged copyright infringement appearing on the Websites or in Services to support@auroraclimbing.com.
The Services we provide may include areas or features that offer the opportunity for users to submit content for public viewing, including without limitation climbing routes and ascents and other climbing products and services (the “Interactive Areas”). You acknowledge that the Interactive Areas are for public and not private communications, and you have no expectation of privacy with regard to any of the Contributed Content submitted to an Interactive Area. We may, but do not always, monitor these Interactive Areas and take no responsibility for the content in the Interactive Areas, including without limitation another user’s failure to comply with the Posting Guidelines set out above, or for any loss or damage as a result of interaction with other users. We do provide a reporting function for users to report any inappropriate or disparaging content; however, we recommend that you be careful and exercise common sense and good judgment when using any Interactive Areas.
The Websites and the Services may contain links to websites, products and other resources operated by third parties other than Aurora or tools that enable you to export information to third-party services, such as Instagram, including through our implementation of third-party buttons, such as “like” or “share” buttons (any such third party websites, collectively, “Linked Sites”). Such links and tools are provided solely as a convenience to you, and are not an endorsement or approval of any Websites or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person. Aurora does not control the Linked Sites, and is not responsible for the content, products, services or information offered by any third parties or their use of the Contributed Content. You acknowledge and agree that weare not responsible or liable in any way for any damage or loss caused or alleged to be caused by your use of any Linked Sites (including, without limitation, in connection with any third party goods or services recommended by us). You are responsible for reviewing and complying with the terms of use applicable to any such Linked Sites.
THE WEBSITES AND THE SERVICES ARE MADE AVAILABLE ON AN “AS-IS”, “WHERE AS” AND “AS AVAILABLE” BASIS. AURORA DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, ACCURACY, QUALITY AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITATION, AURORA DOES NOT WARRANT THAT:
THE WEBSITES AND THE SERVICES ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS;
THE WEBSITES AND THE SERVICES ARE OR WILL REMAIN FREE OF DEFECTS, HARMFUL CODE, VIRUSES OR MALWARE;
THE WEBSITES AND THE SERVICES ARE OR WILL REMAIN FREE FROM INTERRUPTION;
THE WEBSITES AND THE SERVICES ARE OR WILL BE ERROR-FREE; OR
ANY ISSUES WITH THE WEBSITES OR THE SERVICES WILL BE CORRECTED.
AURORA IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF THE WEBSITES, THE SERVICES, THE AURORA PRODUCTS OR THE LINKED SITES AND YOU ACCEPT THAT YOUR ACCESS TO AND USE OF THE WEBSITES, THE SERVICES, THE AURORA PRODUCTS AND THE LINKED SITES IS AT YOUR SOLE RISK AND EXPENSE. AURORA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR ANY THIRD PARTY THROUGH THE WEBSITES, THE SERVICES OR ANY LINKED SITE, AND AURORA SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY THROUGH THE WEBSITES, THE SERVICES, ANY LINKED SITE OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AURORA PARTIES BE LIABLE TO YOU, DIRECTLY OR INDIRECTLY, FOR ANY BODILY INJURY (INCLUDING PARALYSIS OR DEATH), PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOST PROFITS (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT), BUSINESS INTERRUPTION, THE REPLACEMENT COST OF PERSONAL PROPERTY, THE COST OF PROCURING A SUBSTITUTE SERVICE, LOST OPPORTUNITY, REPUTATIONAL LOSS, DATA CORRUPTION OR DATA LOSS) REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER), EVEN IF AURORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AGREE NOT TO SUE, AND FOREVER DISCHARGE THE AURORA PARTIES FROM ANY LIABILITY WITH RESPECT TO THE SAME.
HOWEVER, IF AURORA IS FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE SUFFERED ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITES, THE SERVICES, THE AURORA PRODUCTS, OR ANY LINKED SITE, THEN AURORA’S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED FIFTY DOLLARS CANADIAN ($50 CAD).
YOU AND AURORA ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN YOU AND AURORA AND YOU AND AURORA HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE AURORA PARTIES FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION BROUGHT AGAINST AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE AURORA PARTIES MAY SUFFER OR INCUR ARISING FROM OR IN ANY WAY RELATED TO: (I) YOUR ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO USE OR MISUSE OF, OR RELIANCE ON, THE WEBSITES, THE SERVICES, THE AURORA PRODUCTS OR ANY LINKED SITES; (II) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS; (III) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY FEDERAL, PROVINCIAL, STATE, MUNICIPAL OR LOCAL LAW OR ANY REGULATIONS, RULES, OR BYLAWS; (IV) YOUR NEGLIGENCE OR WILFUL MISCONDUCT; (V) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, RIGHT OF PRIVACY, PUBLICITY OR ANY OTHER LEGAL RIGHT OF ANY PERSON OR ENTITY; AND (VI) YOUR ADVERTISING, MARKETING, PROMOTION, SALE OR DISTRIBUTION OF ANY GOODS OR SERVICES.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION, WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.
You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of Aurora’s other remedies, you hereby consent to, and authorize Aurora to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security. You further authorize Aurora to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.
The Websites and the Services are operated from, and Aurora is located in, the Province of British Columbia, Canada. By electing to access the Websites or the Services from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Websites and the Services is in compliance with all laws applicable within that other jurisdiction. Aurora makes no representation that materials, products and services available on or through the Websites or the Services are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Websites or the Services from any jurisdiction in which the Contributed Content is illegal or accessing the Websites or the Services is illegal. You may not use, export or re-export any materials or content from the Websites or the Services in violation of any applicable laws or regulations.
A waiver of any term of these Terms is effective only if it is in writing and signed by both Aurora and you and is not a waiver of any other term. Each section of these Terms is distinct and severable. If any section of these Terms, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of these Terms, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.
These Terms are governed by, and will be enforced, construed, and interpreted in accordance with, the laws applicable in British Columbia, Canada without regard to conflicts of law doctrine or the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding between you and Aurora will be resolved exclusively by the courts of the Province of British Columbia in the city of Vancouver (except that Aurora may seek injunctive relief to prevent improper or unauthorized use or disclosure of any Aurora IP in any court of competent jurisdiction). You and Aurora hereby irrevocably accept and submit to the exercise of exclusive personal jurisdiction by such courts, agree that venue will be proper in such courts and irrevocably waive and release any and all defenses in such courts based on lack of personal jurisdiction, improper venue and forum non-conveniens. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees on a full indemnity basis.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law, except with the prior express written consent of Aurora, which consent may be withheld in Aurora’s sole discretion, and any attempted assignment in violation of the foregoing is void. Aurora may assign its rights and obligations to an acquirer of all or substantially all of its business assets or in connection with merger, corporate reorganization, or like corporate transaction. These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
These Terms, together with the Privacy Policy, constitute the entire agreement between the parties concerning the subject matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and Aurora related thereto.
Sections 1, 2, 3, and 5 - 13 of this Agreement shall survive in full force and effect notwithstanding any termination or expiry of these Terms.
If you have any questions about this Agreement, please email us at support@auroraclimbing.com.