Project 9a Labs
Enterprise Terms and Conditions
Last Updated: [December, 02 2021]
These Enterprise Terms and Conditions describe the expectations and obligations of Member Gyms, local climbing organizations, brands, board systems, and any similar entity, organization, or company (each, an “Organization”) that use the Service and agree to these Enterprise Terms and Conditions. These Enterprise Terms and Conditions are Additional Terms under, and a supplement to, the Terms of Service available at https://kayaclimb.com/terms-of-service; if there is a conflict between these Enterprise Terms and Conditions and the Terms of Service, the provisions of these Enterprise Terms and Conditions control.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CREATING AN ENTERPRISE ACCOUNT, VERIFYING YOUR EMAIL ADDRESS AND CLICKING THE BUTTON TO SIGN UP OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY: (1) THE FOLLOWING ENTERPRISE TERMS AND CONDITIONS, (2) THE TERMS OF SERVICE AND, (3) PROJECT 9A’S PRIVACY POLICY (TOGETHER, THE “AGREEMENT”). IF YOU ARE NOT ELIGIBLE USER, OR DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE AS AN ENTERPRISE USER. YOUR USE OF THE SERVICE AS AN ENTERPRISE USER, AND PROJECT 9A’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PROJECT 9A AND BY YOU AND THE ORGANIZATION TO BE BOUND BY THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS AND YOU AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF THAT ORGANIZATION.
Defined Terms. For purposes of this Agreement, terms herein shall have the respective meanings ascribed to them in the Terms of Service.
Account Registration. To access the Enterprise features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself and your business such as your name, organization’s name, logo, physical address, phone numbers, email address, and other contact information. You agree that any and all information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [email protected].
Climb Data.
Climb Data. The Service will permit you to upload data related to a climb (“Climb Data”), such as climb name, grade, and location. You will have the ability to manage and moderate your Climb Data as permitted by the Service. Please note that your Climb Data does not include user-submitted data about a climb, even if such climb may be the same or similar to your Climb Data, nor does it include usage, analytical, or aggregated data derived from or based on Climb Data.
Challenges. You acknowledge and agree that Project 9a may run Challenges on climbs in its system, including your Climb Data, without consent. For example, Challenges may call for a user to climb any climb, climb specific climbs in the area, or to climb certain climbs at particular Member Gyms. However, you and other users are not permitted to run Challenges using Climb Data belonging to another user without prior written consent from such user or pursuant to a separate arrangement with Project 9A, such as a partnership.
Removal. Member Gyms and board systems will have the right to remove their Climb Data from the Service’s public-view features, provided, however, that such Climb Data may continue to persist in connection with a user’s climb activity history, personal activity metadata, climb diary, or similar log that was already recorded prior to deletion. When you remove Climb Data, users may no longer be able to search for, view, or interact with such Climb Data, expect as provided above in this Section 3.c.
Organization Profile. The Service allows Enterprise accounts to create profiles. By creating an Organization profile, you warrant and covenant as follows:
Authorization. You are a principal or employee authorized to create a profile for the relevant organization or entity.
Accurate Information. You will provide accurate, truthful, and complete information regarding your business, and keep all business information up to date. For an Organization with multiple locations, you will create only one profile for each location in which your business operates.
Update Information. You agree to immediately notify us if: (i) any information you have provided to us, or any relevant information about you, has changed, (ii) a user has notified you that they have a complaint with you or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.
Photos. You agree that any photo posted by you on your profile represents your Organization (“Organization Photos”) and you have the appropriate permission to use such Organization Photos.
License. You grant to us a, non-exclusive, worldwide, fully paid-up, royalty-free, transferable right and license to use, have other use, distribute, transmit, perform, make derivative works of, modify, maintain, and sublicense your Organization name, logo, and Organization Photos.
Equipment, Qualifications and Licensure. You agree that your Organization, equipment and staff (as applicable) meet all federal, state and local licensing and regulatory requirements. You further agree that all Organization personnel are properly trained and qualified so as to reduce the potential for injury to users of the Service.
Affiliations. We may enable you to display your affiliation with certain climbing (or other sports) organizations and associations relevant to your business. You agree that you will only choose those organizations and associations with which you are actually affiliated for display on your profile, and promptly remove any affiliations if no longer current.
Ratings and Reviews. Users may rate and review your Organization; you understand and agree that while all reviews must follow our Terms of Service, we do not remove negative ratings or reviews that do not violate Terms, except as may be required by law.
User Data. To the extent that you receive personal information of a user, you may use that information only for the limited and intended purpose for which it was provided subject to this Agreement.
Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your services. You agree that you, and not Project 9a, are solely responsible for all matters related to your Taxes.
Subscription to the Plastick Service
Plastick. We offer the Plastick Service subscription to Organizations that enables them to manage routesetters and routes for their gyms as well as to generate routesetting reports and view data and analytics on routesetting. Organizations can either participate as a Paid Member, Gratis Member, and Limited Event Partner.
Marketing Packages. Every month we put together a combination of digital content and physical materials such as posters, fliers, or swag (“Marketing Packages”). Project 9a grant you a, non-exclusive, non-transferable, fully paid-up, royalty-free, revocable, right and license to use, distribute, transmit, and perform the Marketing Packages as directed by Project 9a for 45 days after receipt. For the avoidance of doubt, this license grant does not grant you the right to sell, have others sell, offer to sell, export, make derivative works, or modify the Marketing Packages. All rights not granted herein are reserved.
Subscription Models. KAYA offers three options for Organizations to access the Plastick Service subscription: (1) Organizations can pay monthly dues for the Plastick Service as set forth on the KAYA website located here: https://kayaclimb.com/forgyms (“Paid Member”); (2) Organizations can take advantage of the Plastic Service at no charge for their participation in certain monthly Marketing Package Commitments (“Gratis Member”); and (3) Organizations can become an event partner (“Limited Event Partner”) which will provide access to the Plastick Service from the time of enrollment as a Limited Event Partner through the date specified at the time of enrollment. Additional terms may apply to each event partnership, and each Organization’s participation will be subject to such applicable additional terms, policies, rules, or guidelines that we may post on or link to when enrolling to be a Limited Event Partner. (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
Gratis Member Obligations
Marketing Package Commitments. Gratis Members agree to distribute and share the Marketing Packages without modifications (to either graphics or copy) within the timelines specified by us on all available physical and social media channels, including at least two shares on each participating Organization’s marketing platforms, including at least one share to the Instagram grid or story, and at least one additional share via email or Facebook. Gratis Members must tag @Kayaclimbing in their share to be cleared of the monthly marketing commitment. (“Marketing Package Commitments”). Our recommended best practice is to create an ongoing KAYA highlight on your Instagram page, and to regularly include copy in your Instagram posts such as: “All climbs are available to check out on @kayaclimbing app!” and “Make sure to log these on the @kayaclimbing app!”
Compliance. If a Gratis Member fails to meet the Marketing Package Commitments, they will receive an email notice from us letting them know that they can either comply with the Marketing Package Commitments or convert to a Paid Member subscription. We will send no more than two email notices for failure to comply with Marketing Package Commitments in any calendar year. If a Gratis Member continues to be non-compliant within 30 calendar days of their second notice, we will terminate such member’s access to the Plastick Service.
Challenges
Organization Challenges. Organizations may have the ability to create, distribute and market their own Challenges using Plastick. Challenges may be free or require paid entry. Such Organization Challenges may be subject to additional terms and conditions. Each time an Organization creates a paid Challenge, a 30% per-transaction fee will be leveraged by either Apple or Google depending on the device used to purchase an event ticket.
Organization Conduct
BY USING THE SERVICE, YOU AGREE TO:
treat all users respectfully;
demonstrate the necessary skill and knowledge to perform your Organization’s services;
demonstrate integrity in your facility and pricing practices; and
be truthful and upfront about your services to users.
BY USING THE SERVICE, YOU AGREE NOT TO:
circumvent the Service to gain users’ contact information;
share, license, resell, distribute or otherwise disclose any or all users’ information or data to any third party for any purpose; or
contact or market users that have un-followed the Organization and no longer want to be contacted.
Disclaimer; No Warranty. PROJECT 9A MAKES NO REPRESENTATIONS ABOUT THE QUANTITY, SUFFICIENCY OR QUALITY OF THE SERVICE. THE SERVICES ARE PROVIDED “AS IS”, AND “AS AVAILABLE”. PROJECT 9A MAKES NO WARRANTIES, AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH THE LAWS, NON-INFRINGEMENT, TITLE, OR BASED ON COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED BY SERVICE OR ITS USERS (INCLUDING ANY DATA) IS ACCURATE OR COMPLETE.
Termination. You may terminate this Agreement for any reason by providing us notice and discontinuing all use of the Service. We may terminate this Agreement for any reason by providing you at least 30 days’ notice.
Organization Indemnification. In addition to the indemnification provision of the Terms of Service, you agree to indemnify, defend and hold harmless Project 9a Entities from any third party claim or investigation relating to or arising from your, your affiliates’, or your or their employees’, contractors’ or agents’ negligence or willful misconduct online or at an Organization location. This indemnification obligation survives termination of this Agreement.
Miscellaneous
General Terms. These Enterprise Terms and Conditions, together with the Terms of Service and Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between you and Project 9a regarding your use of the Service. You and Project 9a agree that any dispute arising in connection with this Agreement will be resolved by binding arbitration as described in the Terms of Service.
Independent Contractor. You acknowledge that no agency, partnership, joint venture or employee-employer relationship with Project 9a is intended or created by this Agreement or any relationship between us, that you have no power or authority to make any commitments on behalf of Project 9a, and that Project 9a has no power or authority to make any commitments on your behalf. You will be solely responsible for the supervision, direction and control, compensation, benefits and withholdings of all of your personnel.
Legal Compliance. You represent and warrant that: (i) you are located in the United Sates; and (ii) you will carry all necessary insurance coverage including but not limited to Accident Insurance, AD&A Insurance, General Liability Insurance, Product Liability, Property Insurance, Workers’ Compensation, and Equipment Insurance.
Contact Information. If you have questions about this Agreement, please contact us by email at [email protected].