PROJECT 9A TERMS OF SERVICE
Date of Last Revision: 06/13/2025
Acceptance of These Terms of Service
Project 9a Labs, Inc. (“Project 9a,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our websites located at www.kayaclimb.com and www.plastick.rocks (the “Sites”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Sites, including any Challenges (defined below), content, materials, and updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, downloading, installing, or otherwise using the Sites, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service (including without limitation any additional terms) at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Sites and under the “Terms of Service” section of our Mobile App. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE AS AN INDIVIDUAL: PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PROJECT 9A ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your Privacy: At Project 9a, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://kayaclimb.com/privacypolicy and under the Privacy Policy section of our Mobile App (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.
Additional Terms; Contributor Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
In addition to the terms and conditions set forth in these Terms of Service, terms governing Contributor and Moderator activities can be found here: https://kayaclimb.com/terms-of-service
Access and Use of the Service
Service Description: Project 9a offers various platforms for climbers (“KAYA”) and climbing gyms (“Plastick” or “KAYA Gym”). KAYA enables users to track ascents and training stats, as well as the ability to leave reviews about climbs, upload photos and videos of their climbing experiences, follow climbers, coaches, and brands, follow training plans, and participate in challenges for prizes or rewards. Plastick enables gyms to manage routesetters and routes for their gyms as well as to generate routesetting reports and view data and analytics on routesetting.
Your Registration Obligations: You may be required to register with Project 9a or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the express consent of your parent or guardian, and you agree to provide true, accurate, current, and complete information as requested by Project 9a to confirm such express consent.
Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Project 9a of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Project 9a and its current and future affiliates (collectively, “Project 9a Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service: Project 9a reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Project 9a and Project 9a Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Project 9a may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Project 9a’s or its third-party service providers’ servers on your behalf. You agree that Project 9a has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Project 9a reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Project 9a reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Access and Use
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Project 9a, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service, by emailing or otherwise making available to other users of the Service, or granting the Service certain permissions and/or authorizations to upload, access, generate, or produce content on your behalf (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Project 9a. Project 9a reserves the right to investigate and take appropriate legal action against anyone who, in Project 9a’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:
email or otherwise communicate or upload, or generate any content that (i) infringes any intellectual property or other proprietary rights of any party (including, without limitation, any rights of privacy); (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; (vii) intended to misinform, misrepresent, or mislead; or (viii) in the sole judgment of Project 9a, is objectionable or which restricts or inhibits any other person from using or enjoying the Service or which may expose Project 9a or its users to any harm or liability of any type;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
violate any applicable local, state, national, or international law, or any rule, guidance, or regulations having the force of law (“Laws”);
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
Project 9a’s Community Standards, found online at https://kayaclimb.com/community-standards;
circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.
If you are blocked by Project 9a from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Project 9a that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Project 9a or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Project 9a the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Project 9a (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Project 9a know within sixty (60) days after the date that Project 9a charges you, or within such longer period of time as may be required under applicable Law. We reserve the right to change Project 9a’s prices. If Project 9a does change prices, Project 9a will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Project 9a’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Project 9a may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Project 9a thirty (30) days after the delivery date of the invoice, or access to the Service may be suspended or terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You will be responsible for all taxes associated with the Service, other than taxes based on Project 9a’s net income.
Payment Processing: Notwithstanding any amounts owed to Project 9a hereunder, PROJECT 9A DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Project 9a assumes no liability or responsibility for any payments you make through the Service.
Refunds and Cancellations: Payments made by you hereunder are final and non-refundable unless otherwise determined by Project 9a. You may cancel your subscription online by emailing us at: [email protected].
Mobile Services and Software
Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, (b) the ability to browse the Service and the Sites from a mobile device, and (c) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Telephonic Communications Services: By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Project 9a or Project 9a Affiliates or their partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational, or another purpose, even if your telephone number(s) is registered on the National Do Not Call List, a state Do Not Call List, or the internal Do Not Call List of Project 9a or Project 9a Affiliates or their partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from Project 9a or Project 9a Affiliates or their partners for marketing or solicitation purposes to purchase Project 9a’s products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Project 9a or Project 9a Affiliates or their partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Project 9a account information to ensure that your messages are not sent to a person that acquires your old telephone number.
There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.
By reply to any text, SMS, or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS, or MMS messages from us, you agree to receive a final message from us confirming your cancellation.
You can also invite others to use the Service through the communications Services by providing the numbers of those you want to invite or by selecting the individuals you want to invite from your contacts list (if you have uploaded one), and taking the actions to send those individuals an invitation [call or] message. By inviting others to use the Service, you represent to us that those you invite consent to receive the invitation calls or messages and that you are authorized to convey that consent to us.
Mobile App License: Subject to these Terms of Service, Project 9a hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Project 9a, Project 9a Affiliates, and their licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Project 9a.
Special Notice for International Use; Export Controls: Project 9a is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or Services is at your sole risk.
Third-Party Distribution Channels: Project 9a offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Project 9a and you acknowledge that these Terms of Service are concluded between Project 9a and you only, and not with Apple Inc. (“Apple”), and that as between Project 9a and Apple, Project 9a, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Project 9a’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Project 9a and you acknowledge that Project 9a, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Project 9a and Apple, Project 9a, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Project 9a as follows:
Project 9a Labs, Inc.
1434 Spruce Street
Suite 100
Boulder, CO 80302
You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
Project 9a and you acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Project 9a only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Project 9a, and not Google, is solely responsible for Project 9a’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Project 9a’s Google-Sourced Software.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which will be made available in the software itself, related documentation or another reasonable means (e.g., settings, help, legal, notices, about menus, source files or the like). If required by any license for particular open source software, Project 9a makes such open source software, and Project 9a’s modifications to that open source software (if any), available by written request to [email protected]. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by Project 9a, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Project 9a name and logos are trademarks and service marks of Project 9a (collectively the “Project 9a Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Project 9a. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Project 9a Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Project 9a Trademarks will inure to our exclusive benefit.
Third-Party Material: Under no circumstances will Project 9a or any Project 9a Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Project 9a does not pre-screen content, but that Project 9a and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Project 9a and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Project 9a, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content: You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Project 9a and Project 9a Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (including any name, username, voice, image or likeness incorporated therein or otherwise provided by you), in any form, medium or technology now known or later developed. This license includes the right for Project 9a and Project 9a Affiliates to make your User Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals that partner with Project 9a or a Project 9a Affiliate. You also agree that Project 9a may remove metadata associated with your User Content and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.
You hereby authorize Project 9a and Project 9a Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Project 9a and Project 9a Affiliates may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Project 9a or any Project 9a Affiliate are non-confidential and Project 9a and Project 9a Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Project 9a may preserve User Content and may also disclose User Content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Project 9a, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Organization Data: If you are a gym (“Organization”), the following terms apply to your Climb Data (as defined below):
Climb Data. The Service will permit you to upload data related to a climb, such as climb name, grade, and location (“Climb Data”). 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.
Removal. Certain Organizations 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, except as otherwise set forth herein.
Copyright Complaints: Project 9a respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Project 9a of your infringement claim in accordance with the procedure set forth below.
Project 9a will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Project 9a’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent at:
Project 9a Labs, Inc.
ATTN: Copyright Department
1434 Spruce Street
Suite 100
Boulder, CO 80302
To be effective, the notification must be in writing and contain the following information:
a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the Law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the Law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Project 9a will send a copy of the counter-notice to the original complaining party informing them that Project 9a may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Project 9a or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable Law, Project 9a has adopted a policy of terminating, in appropriate circumstances and at Project 9a’s sole discretion, the accounts of users who are deemed to be repeat infringers. Project 9a may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third-Party Services and Websites
The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as social media and social networking services (including via the Service). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Project 9a has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Project 9a or any Project 9a Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Project 9a enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Project 9a and Project 9a Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
Challenges
General: From time to time, Project 9a may allow through the Service, or provide the ability for you to participate in programs where participating users satisfying certain criteria may receive prizes or rewards or have the opportunity to win prizes or rewards (“Challenges”). You acknowledge that certain jurisdictions have laws regarding contests and sweepstakes that may prevent Project 9a from awarding you a prize. By using the Service, you acknowledge the risks, and understand that you may win but not be able to receive a prize.
Participating in a Challenge: You may participate in Challenges offering certain promotional benefits and rewards, each of which is offered through the Service by its sponsor (a “Challenge Sponsor”). In some cases, Project 9a may be a Challenge Sponsor. Each Challenge will be subject to additional terms presented to you at the time of joining that Challenge (“Challenge Rules”), which Challenge Rules are required and administered by the applicable Challenge Sponsor or by us on behalf of the applicable Challenge Sponsor. Using the Service does not require you to enter any Challenge, but you may enter a Challenge at your own discretion. In order for you to enter a Challenge, you must meet the eligibility requirements as provided in the Challenge Rules. A particular Challenge will start and end as indicated in the Challenge Rules. In each Challenge that you participate, you may not actively use more than one Project 9a account. Challenges will be void where prohibited or restricted by law or where there are registration or bonding requirements. Odds of winning will depend on the number of people participating in a Challenge. An alternative winner may be selected if the initial winner fails to respond to a request made by the Challenge Sponsor or us within the required time period. In the event of a dispute as to the identity of a winner, Project 9a or the applicable Challenge Sponsor, as applicable, reserves the right to make the final determination. You agree that, as between you and the applicable Challenge Sponsor of a Challenge that you participate, the applicable Challenge Sponsor has the sole right to decide all matters and disputes arising from that Challenge, which decision will be final and binding. The applicable Challenge Sponsor and Project 9a reserve the right to disqualify and prosecute to the fullest extent permitted by law any participant or winner who they suspect has tampered with a Challenge, the entry or participation process, violated the Challenge Rules, or acted in an unsportsmanlike or disruptive manner. Except where prohibited, participation in a Challenge constitutes your consent to Project 9a’s and its licensees’ use of your name, likeness, images, videos, voice, opinions, biographical information, and location, and any information uploaded by you for promotional purposes in any media without further payment or consideration. Challenge winners may be posted for a period of time on Project 9a sites and social media accounts and the Challenge Sponsor’s site and social media accounts.
Project 9a and Challenge Sponsors reserve the right to shorten, extend, modify, or cancel any Challenge, in its sole discretion, at any time and without notice, even though such action may affect your ability to win a prize or reward. Challenge Sponsors and Project 9a are not responsible for any typographical or other error in printing or description of any Challenge. These Challenges, as well as any other contests, giveaways, or promotions offered through the Service, may be subject to additional terms and conditions (including third-party terms and conditions) and it is your responsibility to carefully review those terms and conditions.
Project 9a does not have any obligation to review Challenges, Challenge Rules, or the use of the Service by Challenge Sponsors. Project 9a assumes no responsibility or liability for Challenges, Challenge Sponsors, or any loss or damage incurred as a result of participation in a Challenge. We make no representation that Challenges are appropriate or lawful in any jurisdiction. Participating in a Challenge from a jurisdiction where such participation is illegal is prohibited.
Prizes: The Challenge Rules will indicate (i) the prizes and rewards to be awarded each winner, and (ii) if applicable, the approximate retail value of each prize and reward awarded and the aggregate approximate value of all prizes and rewards. No substitution, assignment, or transfer of the prizes or rewards is permitted, except by Challenge Sponsor, who has the right to substitute a prize or reward with another comparable one. Prizes and rewards awarded may be subject to third-party terms and conditions. You are responsible for all taxes and fees associated with the receipt and use of any prize and reward, and prize and reward winners may have to provide a taxpayer identification prior to the awarding of any prize or reward. Challenge Sponsors and their designees have the right to withhold payment or awarding of any prize or reward as they believe reasonably necessary for legal compliance, including any tax regulations. You may have to provide a personal identification number or taxpayer identification number prior to the awarding of any prize.
Submitting User Content for a Challenge: Some Challenges may require you to submit certain User Content to be eligible for a prize or reward. Any User Content may be made permanently available on the Service so long as such Challenge is available on the Service. You irrevocably waive (and caused to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also waive (and cause to be waived) any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof.
Climb Data: If you are an Organization, including gyms, Local Climbing Organizations, Boards, Brands, Contributors and Moderators, 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 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.
Indemnification
To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless Project 9a and Project 9a Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Project 9a Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Project 9a will provide notice to you of any such claim, suit, or proceeding. Project 9a reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Project 9a’s defense of such matter. You may not settle or compromise any claim against the Project 9a Parties without Project 9a’s written consent.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PROJECT 9A PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE PROJECT 9A PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE UNIQUE, ORIGINAL, ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU ACKNOWLEDGE AND AGREE THAT: (A) PROJECT 9A IS NOT A MEDICAL ORGANIZATION, AND NEITHER THE SERVICE, NOR ANY OF THE POSTED OR PROVIDED WORKOUT PLANS OR EXERCISES CONSTITUTE MEDICAL ADVICE, PRESCRIPTIONS, OR DIAGNOSES; AND (B) THE SERVICE IS NOT FOR USE IN EMERGENCY OR URGENT SITUATIONS, AND IF YOU THINK YOU, ANY OF YOUR EMPLOYEES, CONTRACTORS, END USERS, OR CUSTOMERS ARE EXPERIENCING A MEDICAL EMERGENCY, YOU WILL CALL A DOCTOR OR 911 IMMEDIATELY.
YOU AND YOUR EMPLOYEES, CONTRACTORS, END USERS, AND CUSTOMERS SHOULD BE AWARE THAT THERE ARE INHERENT PHYSICAL AND MENTAL HEALTH RISKS TO EXERCISE, INCLUDING RISK OF INJURY OR ILLNESS. BY ACCESSING THE SERVICE, YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU AND ANY OF YOUR EMPLOYEE’S, CONTRACTOR’S, END USER’S, AND CUSTOMERS’ PERFORMANCE OF ANY AND ALL EXERCISES OR ACTIVITIES REFERENCED OR CITED WITHIN THE SERVICE IS WHOLLY AT YOUR AND/OR THEIR OWN RISK. NEITHER PROJECT 9A NOR ANY OF ITS EMPLOYEES, CONTENT AUTHORS, CONTRIBUTORS, REPRESENTATIVES OR AGENTS, WILL BE LIABLE FOR ANY PHYSICAL OR MENTAL INJURY OR ILLNESS THAT MAY RESULT, WHETHER DIRECTLY OR INDIRECTLY, FROM ANY OF THE WORKOUT PLANS, EXERCISES OR ACTIVITIES REFERENCED OR CITED WITHIN THE SERVICE. . WHILE THE SERVICE MAY PROVIDE GUIDELINES SUCH AS WRITTEN DESCRIPTIONS, PICTURES, OR VIDEOS DESCRIBING HOW TO PERFORM SPECIFIC EXERCISES OR ACTIVITIES, YOU ASSUME SOLE RESPONSIBILITY FOR PERFORMING THOSE EXERCISES AND/OR ACTIVITIES, INCLUDING PERFORMING SUCH EXERCISES OR ACTIVITIES WITH PROPER FORM, AS RISK OF INJURY OR ILLNESS MAY INCREASE WITH IMPROPER FORM. WE ENCOURAGE YOU TO SEEK MULTIPLE SOURCES OF INFORMATION REGARDING HOW TO PERFORM EACH EXERCISE AND WORKOUT CORRECTLY, ESPECIALLY IF YOU ARE NEW TO ANY OF THE FORMS OF TRAINING OR ACTIVITY YOU SEEK TO PERFORM. WE HIGHLY RECOMMEND YOU SEEK GUIDANCE FROM A PHYSICAL THERAPIST OR OTHER QUALIFIED HEALTH CARE PRACTITIONER IF YOU HAVE ANY PREEXISTING INJURIES OR CONDITIONS THAT MAY COMPROMISE THE JOINTS, MUSCLES, OR OTHER TISSUES INVOLVED IN YOUR WORKOUTS, OR THAT MIGHT OTHERWISE INTERFERE WITH ANY SUCH WORKOUT PLANS, EXERCISES OR ACTIVITIES. YOU MUST DISCONTINUE EXERCISE IN CASES WHERE IT CAUSES PAIN OR SEVERE DISCOMFORT, AND SHOULD CONSULT A MEDICAL EXPERT PRIOR TO RETURNING TO EXERCISE IN SUCH CASES.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS INTENDED FOR USE ONLY BY INDIVIDUALS HEALTHY ENOUGH TO PERFORM STRENUOUS EXERCISE. IF YOU HAVE ANY MEDICAL HISTORY THAT MAY PUT YOU AT RISK, INCLUDING, WITHOUT LIMITATION, ONE OR MORE THE FOLLOWING CONDITIONS, YOU SHOULD SEEK APPROVAL FROM A QUALIFIED HEALTH CARE PRACTITIONER PRIOR TO USING THE SERVICE: HEART DISEASE, HIGH BLOOD PRESSURE, FAMILY HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, CHEST PAIN CAUSED BY PREVIOUS EXERCISE, DIZZINESS OR LOSS OF CONSCIOUSNESS CAUSED BY PREVIOUS EXERCISE, BONE OR JOINT PROBLEMS, DIABETES, HIGH CHOLESTEROL, OBESITY OR ARTHRITIS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PROJECT 9A PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PROJECT 9A PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE PROJECT 9A PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PROJECT 9A IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION,” “DISCLAIMER OF WARRANTIES,” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
No-Charge Products
FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH PROJECT 9A WHERE YOU GET TO USE TRIAL AND/OR NO-CHARGE PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “NO-CHARGE PRODUCTS”) OFFERED BY PROJECT 9A. THE NO-CHARGE PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. PROJECT 9A DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE NO-CHARGE PRODUCTS. EITHER YOU OR PROJECT 9A MAY TERMINATE YOUR ACCESS TO THE NO-CHARGE PRODUCTS AT ANY TIME.
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
FOR USERS ENTERING INTO THESE TERMS OF SERVICE AS INDIVIDUALS:
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Project 9a, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Project 9a are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND PROJECT 9A AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PROJECT 9A AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Project 9a is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Project 9a should be sent to Project 9a Labs, Inc. 1434 Spruce Street, Suite 100, Boulder, CO 80302 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Project 9a and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Project 9a may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Project 9a or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Project 9a is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Project 9a and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Project 9a agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Project 9a or you under the AAA Rules, Project 9a and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Project 9a will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Project 9a will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Project 9a agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Project 9a written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
FOR USERS ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF AN ENTITY:
You and Project 9a intend that these Terms of Service are to be construed and enforced in accordance with the laws of the State of California without regard to any conflict-of-law or choice-of-law rules, and that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of these Terms of Service. Any dispute, claim, or controversy arising out of or relating in any way to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined through confidential binding arbitration in Alameda County, California before one arbitrator. The confidential binding arbitration shall be administered by AAA pursuant to its Commercial Arbitration Rules, and you and Project 9a shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction.
Termination
You agree that Project 9a, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Project 9a believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Project 9a may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Project 9a may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Project 9a and Project 9a Affiliates will not be liable to you or any third party for any termination of your access to the Service.
User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Project 9a and Project 9a Affiliates will have no liability or responsibility with respect thereto. Project 9a reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
General
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Project 9a governing your access and use of the Service, and supersede any prior agreements between you and Project 9a with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Project 9a submit to the personal and exclusive jurisdiction of the state and federal courts located within Alameda County, California. The failure of Project 9a to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Project 9a, but Project 9a may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Project 9a will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Project 9a’s reasonable control.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Project 9a Labs, Inc., 1434 Spruce Street, Suite 100, Boulder, CO 80302 or by email at [email protected].
U.S. Government Restricted Rights
The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).
Questions? Concerns? Suggestions?
Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.
* * *
CONTRIBUTION TERMS OF SERVICE
Date of Last Revision: 06/13/2025
Project 9a may provide you with the opportunity to be a Contributor or a Moderator (as defined below). If you interact with the Service and/or Project 9a as a Contributor and/or Moderator you acknowledge and agree that, in addition to the Terms and Conditions located on the Site, the terms and conditions of these Contribution Terms of Service (“Contribution Terms”) apply to and govern all such activities. By accessing, browsing, downloading, installing, or otherwise using the Sites, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Contribution Terms. If you are entering into these Contribution Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Contribution Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not accept the terms and conditions of these Contribution Terms, you will not access, browse, or otherwise use or contribute to or moderate any portion of the Service. All capitalized terms used but not otherwise defined herein will have the meanings ascribed to them in the Terms of Service. The Terms of Service are hereby incorporated by reference. In case of conflict between the Terms of Service and these Contribution Terms, these Contribution Terms will govern.
1. Definitions:
a. “Contributor” means an individual or organization that provides a comprehensive climb data set, including the data types set forth in the applicable statement of work (“Statement of Work”) and/or in Section 2(a) below (the “Data”).
b. “Moderator” means an individual or organization responsible for accepting, denying, modifying, and/or verifying user-submitted content to ensure accuracy and compliance with Project 9a’s standards. A Moderator may also upload the Data.
c. “Co-Provider” means either the applicable Contributor or Moderator.
d. “Co-Providers” means the applicable Contributor and Moderator, collectively.
2. Submission of Data.
a. Delivery Requirements. Contributor will, at Contributor’s own expense, prepare and deliver to Project 9a the Data, in the electronic form reasonably requested by Project 9a. Contributor will deliver the Data to Project 9a by the date and to the requirements set forth on the applicable Statement of Work. Contributor acknowledges and agrees that the Data will consist of two categories: (i) “Reference Data”, which is factual information in the public domain relating to the physical attributes of a climbing route, including, but not limited to, name, location (including latitude and longitude), length, grade, bolt count, protection, and any other factual information in the public domain describing a route; and (ii) “Contributor Data”, which includes Contributor’s own unique descriptions, and Contributor’s own photos and videos, as described on the applicable Statement of Work.
Reference Data. Reference Data includes:
Taxonomy:
1. Name
2. Grade
3. Destination
4. Area
5. Subarea
Location:
1. Latitude and Longitude
2. Approach GPX (elective)
Contributor Data. Contributor Data includes:
Uniquely written descriptions describing:
Destination
Area
Subarea
Wall
Approach information
History and other applicable author content
Climb descriptions
Media: (any media submitted by the Contributor)
Photographs - i.e. front of boulder with climbs demarcated via lines drawn on top
Video (elective)
Media: (any media submitted by the Contributor)
Photographs - i.e. front of boulder with climbs demarcated via lines drawn on top
Video (elective)
b. Acceptability. The Data described on the applicable Statement of Work, must be acceptable to Project 9a. If any portion of the Data delivered by Contributor is not acceptable to Project 9a, Project 9a may request changes and revisions to the Data. Within thirty (30) days after Contributor’s receipt of such request (or such other dates as may be scheduled by Project 9a), Contributor shall deliver to Project 9a all requested changes and revisions to the Data reasonably acceptable to Project 9a. Should Contributor fail to do so, Project 9a may make or cause to be made such revisions and deduct the cost thereof from any royalty payments due to Contributor pursuant to these Contribution Terms.
c. Return for Failure. If Contributor has not delivered the Data described on the applicable Statement of Work, in a form acceptable to Project 9a, then Project 9a may, if it so chooses, return the Data to Contributor prior to the Data being uploaded to the Service and published to KAYA’s public view and, at Project 9a’s sole discretion and option, terminate these Contribution Terms by prior written notice to Contributor without any liability whatsoever to Project 9a. Alternatively, Project 9a may, at its sole option, extend the delivery date for the Data or give Contributor additional time to make changes or revisions acceptable to Project 9a. Should Contributor be unwilling or unable to meet the new delivery date or to make changes or revisions acceptable to Project 9a by the new delivery date, Project 9a may return all Data to Contributor as provided above and, at its sole option, terminate these Contribution Terms by prior written notice to Contributor, without any liability whatsoever to Project 9a.
3. Uploading, License to, Use of and Removal of Data
a. Uploading and Verification of Data. Project 9a will upload the Data to the Service and notify Contributor that the Data has been uploaded. Once the Data has been uploaded, Project 9a shall have the sole discretion to determine whether the destination(s) listed on the applicable Statement of Work (“Destinations”) meet the data requirements necessary for verification. A Destination will be labeled as “Verified” on the Service’s public-view features when all of the data requirements listed on the applicable Statement of Work have been met, as determined by Project 9a in its sole discretion.
b. Exclusive License to Data. Subject to these Contribution Terms, you hereby grant to Project 9a an exclusive, worldwide, perpetual, royalty-free license to use, format, host, publish, reproduce, transmit, display, market, and sell the Data in digital format in accordance with its standard licensing practices or industry standard practices (the “Exclusive License”).
c. License for Moderator-Submitted Contributor Data.
If you are both a Contributor and Moderator, all Contributor Data submitted by you shall be governed by the rights and license terms applicable to Contributors under these Contribution Terms.
If you are either a Contributor or a Moderator (but not both), then, with respect to any Contributor Data submitted by you as a Moderator, you as Moderator hereby grant to Project 9a a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, host, display, publish, distribute, perform, and create derivative works based on such Contributor Data in any and all media formats now known or hereafter devised, for any purpose, without the right to termination or revocation by Moderator.
d. Termination of Exclusive License (Does Not Terminate these Contribution Terms).
If you are a Contributor, you may, at any time, terminate the exclusive nature of the license granted to Project 9a under Section 3.b, without terminating these Contribution Terms. To do so, Contributor must provide ninety (90) days prior written notice to Project 9a. Upon the effective date of such notice: (i) the Exclusive License granted to Project 9a shall become non-exclusive; (ii) Contributor may license the Contributor Data to third parties; and (iii) Project 9a shall reduce any royalty payments owed to Contributor by 50% from the current royalty structure in effect at the time of termination of exclusivity. For clarity, termination under this Section 3.d does not affect Project 9a’s ongoing right to continue using, hosting, displaying, or distributing the Contributor Data, and does not terminate these Contribution Terms.
e. Contributor Termination for Convenience; Takedown of Contributor Data.
If you are a Contributor, you may terminate these Contribution Terms in their entirety, for any or no reason, upon ninety (90) days’ prior written notice to Project 9a.
Upon such termination, Project 9a’s license to Contributor Data (Section 3.b) shall automatically terminate, and Project 9a shall within ninety (90) days: (i) remove from the Service all of your Contributor Data consisting of unique descriptions, photographs, videos and other Contributor-originated media; and (ii) leave in place only Reference Data.
f. Project 9a Termination for Convenience; Takedown and Deletion of Your Contributor Data.
Project 9a may terminate these Contribution Terms in their entirety, for any or no reason, upon ninety (90) days’ prior written notice you.
Upon such termination, Project 9a shall: (i) cease all use of your Contributor Data in digital, print or any other medium; (ii) remove from the Service all of your Contributor Data (including unique descriptions and photographs) contributed by you; and (iii) within ninety (90) days of the effective date of termination permanently delete all electronic files of your Contributor Data in Project 9a’s possession.
g. Advance Recoupment Triggered by Termination; Continued Publication or Repayment of Advance.
Upon Contributor terminating these Contribution Terms under Section 3.e (Contributor Termination for Convenience) or Section 3.d (Termination of Exclusive License) before Project 9a has recovered an amount equal to any advance paid to you as a Contributor against future royalties (the “Advance”), recoupment is automatically triggered as of the effective termination date.
Once recoupment is triggered, if you are a Contributor, you shall, within ten (10) days of the termination date, elect one of the following options by written notice to Project 9a: (a) Continued Publication: Permit Project 9a to continue hosting, displaying, and selling the Guide and Contributor Data on the Service beyond the termination date until Project 9a’s net revenues actually received from the Guide (after deduction of platform fees) equal the full amount of the Advance; or (b) Repayment: Refund to Project 9a, within thirty (30) days of termination, the unrecouped portion of the Advance.
For purposes of this Section 3.g: (a) “Recouped” means Project 9a’s gross receipts from KAYA Pro subscriptions or other direct sales attributable to the Guide (net of app-store or payment-processor fees) have equaled or exceeded the Advance; (b) Project 9a shall provide to you as Contributor, within fifteen (15) days after each calendar quarter following termination, a written statement of revenues and recoupment status.
If you as a Contributor elect repayment, Project 9a’s rights under these Contribution Terms with respect to the Guide and your Contributor Data (other than Reference Data) shall immediately terminate, and Project 9a shall remove all of your Contributor Data from the Service within ten (10) days of receipt of the repayment.
If Project 9a terminates these Contribution Terms for cause due to a Contributor’s material breach of any term of these Contribution Terms, any unpaid portion of the Advance shall immediately become due and payable by the applicable Contributor to Project 9a, and Project 9a may offset such amount against any royalties or other payments then or thereafter due to the applicable Contributor.
For the avoidance of doubt, Project 9a may terminate these Contribution Terms due to your material breach by prior written notice to you, without any liability whatsoever on Project 9a’s part.
h. Moderation of User Generated Content.
With respect to any destination for which a Moderator has submitted Data and for which such Moderator is paid a royalty, such Moderator will have a continuing obligation to moderate user-generated content submitted to the Service by users of the Service (“UGC”). UGC will be emailed to the applicable Moderator, and with respect to any such UGC, such Moderator will be responsible for managing such UGC, including but not limited to revising, accepting, denying and/or returning such UGC to the submitting user. If you are a Moderator, you agree to moderate content no less frequently than once per calendar month.
If UGC data contains a name, grade, GPS latitude and longitude, climb description, and the climb’s public access permissions have been verified and described, you as Moderator must publish the data to the Service’s public-view features (to “Publish”) once per month. Moderators may elect to further verify the accuracy of UGC data if the data includes, at a minimum, a name, a grade, a photo, a demarcating climb location line drawn on the photo, GPS latitude and longitude, public access description, and a climb description (“Verify”).
Additionally, if you are a Moderator you shall be responsible for the quality of the Data and the UGC, including, but not limited to, revising all or any part of the Data, from time to time, whether or not requested by Project 9a. Project 9a reserves the right from time to time and at any time to manage, Publish, Verify, revise, accept, deny, and/or overwrite (the “Revisions”) data that has or has not been moderated by the applicable Contributor and Moderator. For the avoidance of doubt, this means that Project 9a has the final authority to make these Revisions to any part of the Data or UGC on the Service. In Project 9a’s judgment, if you as Moderator are unable or unwilling to Publish or Verify the Data, or you fail to provide satisfactory revisions, updates to the Data or the applicable UGC within a reasonable time frame, Project 9a may, at its sole discretion, (A) terminate these Contribution Terms by prior written notice to you as Moderator, without any liability whatsoever on Project 9a’s part, except for the obligation to account for and pay any outstanding royalties due to you as Moderator up to the date of termination, or (B) reduce any royalty payment to be paid to you as Moderator pursuant to these Contribution Terms by up to 50%. For the avoidance of doubt, a reasonable time frame is to be considered prior to 90 days after the date the UGC data has been submitted.
i. Removal of Data. Notwithstanding Sections 3.d. and 3.e., you shall not be entitled to remove any Reference Data or Contributor Data contributed by a Contributor or Moderator to the Service unless otherwise specified under these Contribution Terms.
j. Challenges. You acknowledge that Project 9a may run Challenges on climbs in its system, which Challenges may include any and all Data, without your 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, neither you nor any other user is permitted to run Challenges using any Data belonging to another user without prior written consent from such user or pursuant to a separate arrangement with Project 9a.
4. Content of Data; Non-Compete.
a. Copyright. You will ensure that the Data contains no material from other works without the prior written permission of the owner of such material where such other work is copyrighted or where such permission is otherwise required. The permissions shall be in form and content acceptable to Project 9a.
b. Non-Compete. Unless you as a Contributor elect to terminate the Exclusive License subject to Section 3.d., you shall not: (i) Publish or submit for publication any content to any digital publication or publication distributed via a digital or electronic application; or (ii) Develop any digitally published content that competes with, or could reasonably be expected to compete with, the Data or other content being contributed by you as a Contributor pursuant to these Contribution Terms.
c. Print-Publication Exception. Notwithstanding Sections 4.a and 4.b, if you are a Contributor you may reproduce, distribute and sell print publications (including guidebooks, articles, and monographs) in tangible, physical form only, including e-books or PDFs, containing: (i) your Contributor Data; and (ii) if applicable, UGC that your Co-Provider(s) have verified or moderated under Section 3.c. In any such print publication, e-book, or PDF, if you as a Contributor reproduces UGC or you as a Moderator uploaded Contributor Data “as-is” (without substantive editing, re-writing, or augmentation), you shall include the following credit line: “User-Generated Content used under license from KAYA (www.kayaclimb.com).”
5. Corrections. Project 9a may edit and make such changes in, additions to and deletions from the Data as Project 9a may deem necessary or appropriate. Project 9a may copy edit the Data in accordance with its standards of punctuation, spelling, capitalization, presentation and usage.
6. Monitoring of Data. Notwithstanding the foregoing, Project 9a is under no obligation to edit or control any Data and will not be in any way responsible or liable for Data. Project 9a may, however, at any time and without prior notice, screen, remove, edit, or block any Data that in Project 9a’s sole judgment violates these Contribution Terms or is otherwise objectionable or irrelevant to the Service. If notified by a user or content owner that Data allegedly does not conform to these Contribution Terms or the Terms of Service, Project 9a may investigate the allegation and determine in its sole discretion whether to remove the Data, which Project 9a reserves the right to do at any time and without notice. For clarity, Project 9a does not permit copyright-infringing activities on the Service. You acknowledge and agree that Project 9a reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Project 9a chooses to monitor the Data, Project 9a assumes no liability or responsibility for the Data or any loss or damage incurred as a result of the use of the Data.
7. Publication and Marketing. You hereby grant to Project 9a the right to use your name and likeness, and relevant information about you, in connection with the Service and the Data.
8. Royalties.
a. General: Project 9a shall pay to you a quarterly royalty calculated as set forth on the applicable Statement of Work. Co-Providers shall not be entitled to receive any royalty payments associated with a Destination until such Destination has been Verified. Royalties will accrue and be calculated only from the date the Destination is first marked as Verified. For more information, please visit the Revenue Sharing Terms section of our website located at: kayaclimb.com/create-a-guide.
9. Miscellaneous Provisions.
a. Relationship of the Parties. You acknowledge and agree that you are not, nor shall you be, considered an employee, agent, partner or co-venturer of Project 9a by reason of these Contribution Terms. You shall not have the right to, and you shall not take any action that would, obligate or bind Project 9a in any manner.
b. Confidentiality. The terms of these Contribution Terms are the confidential information of Project 9a and you shall not divulge the Contribution Terms to others, without the prior written permission of Project 9a, except that the contents of these Contribution Terms may be disclosed to your Co-Providers or a Co-Provider’s lawyers, accountants and other professional service providers in connection with performing professional services for such Co-Provider(s) or a Co-Provider in connection with these Contribution Terms.