Last Updated: December 12, 2023

The following Terms & Conditions are entered into by and between You and On Belay Holdings, Inc. (“On Belay”, “we”, or “us”).

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms”), govern your access to and use of our website (the “Site”), any subpages, and our related services, (together with the Site, the “Services”).

Please read the Terms carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms including the agreements incorporated by reference herein, you must not access or use the Services.

By using this Services, you represent and warrant that you are of legal age to form a binding contract with On Belay and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

1. MODIFICATION OF TERMS

We reserve the right to change or modify these Terms at any time and in our sole discretion.  If we make changes to these Terms, we will provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms.  By continuing to use the Services at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference.  You should review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services.  If you do not agree to the revised Terms, you may not access or use the Services.

2. USE OF THE SERVICES
   1. The Services include an informational website made available by On Belay to enable users to learn about our Services.
   2. Eligible Users. The Services are not intended for use by anyone under the age of 18.

3. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share your personal information.  By submitting your personal information through the Services, you expressly consent to the collection, use, and disclosure of personal information in accordance with the Privacy Policy.

4. COMMUNICATIONS

By communicating with us or filling out a form with your contact information on the Site, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Services).  You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

5. LIMITED LICENSE

You are hereby granted a limited, revocable, nonexclusive, nontransferable, nonassignable, non-sublicensable, “as-is” license to access and use the Services and related content for your own personal, non-commercial use; provided, however, that such license is subject to the Terms and does not include any right to (i) sell, resell, or use commercially the Services, (ii) distribute, publicly perform, or publicly display any content, (iii) modify or otherwise make any derivative uses of the Services, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Services, except as expressly permitted by us, and (vi) use the Services other than for their intended purposes. This license is subject to your compliance with Section 8 below. You promise that any information about yourself that you voluntarily provide to us will be true, accurate, complete and current.

6. EXTERNAL SITES

The Services may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our visitors. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

7. PROHIBITED USES

You may not attempt or cause to attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services, by hacking, password “cracking,” or any other illegitimate means.  You may not breach or cause to breach the security or authentication measures on the Services or any other systems or networks connected to the Services, or otherwise attempt to interfere with the proper functioning of the Services.  You will not falsify your identity or impersonate another person engage in conduct that limits the use and enjoyment of the Services, or any part thereof, by other users in any way, in each case as determined by us in our sole and absolute discretion.

In addition, you agree not to and will not assist another to:

1. 1. reverse engineer, disassemble, alter, decompile, duplicate, create derivative works from, make copies of, extract information from, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, in whole or in part, except as expressly permitted by us;
   2. upload, post or store any materials that directly or indirectly contain viruses, corrupted files or any other similar harmful mechanism;
   3. link to, mirror or frame any portion of the Services without our prior express written permission;
   4. scrape, index, survey, or data mine any portion of the Services or unduly burden or hinder the operation of the Services; or
   5. remove any notice of the proprietary rights of our licensors and us from any portion of the Services or printed version thereof.

8. OWNERSHIP/COPYRIGHT AGENT

As between you and us, we and/or our vendors and content suppliers, as applicable, retain all right, title and interest in and to the Site and the Services, and all related intellectual property rights. We and our suppliers reserve all rights not granted in these Terms. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Services. All trademarks, logos and Services marks (“Marks”) displayed on the Site or Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

We respect the Intellectual Property of others and ask that our users do the same.  In accordance with the Digital Millennium Copyright Act, we have designated a Copyright Agent to receive notice of claims of copyright infringement on the Site.  Our Copyright Agent may be reached at marketing@obhs.com.

9. TERMINATION
   • You Terminate. You may terminate these Terms at any time by discontinuing your access to and use of the Services. If you use the Services again, you will be deemed to have agreed to the Services.
   • We Terminate. You agree that we, in our sole discretion, and for any or no reason, may terminate these Terms without prior notice.  You agree that any suspension or termination of your access to the Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
   • Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the Services due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Uses), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
   • Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Services, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

10. INTERNATIONAL ISSUES.

We operate the Services from the United States of America.  If you choose to access the Services from outside the United States of America, you are responsible for complying with applicable local laws.

11. DISCLAIMERS

THE SERVICES, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES OR ANY CONTENT CONTAINED THEREIN. WE DO NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, OR ANY ITEMS LISTED ON OUR SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

12. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICES, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICES, CONTENT (INCLUDING YOUR CONTENT), OR ANY ITEMS, PURCHASED, OR SOLD THROUGH THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (U.S. $100.00) OR (B) THE AMOUNTS YOU HAVE PAID TO COMPANY IN THE PRIOR 12 MONTHS HEREUNDER..

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

13. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless On Belay from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services or User Content; (b) any feedback you provide; (c) your violation of these Terms; (d) your violation of the rights of any third party; (e) any breach or non-performance of any covenant or agreement made by you; (f) your User Content; or (g) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify On Belay of any third-party Claims and cooperate with On Belay in defending such Claims. You further agree that On Belay shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND BEAUTIFUL DISASTER.

14. LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Site, you agree to inform us in writing and to give us thirty (30) days to cure the harm before initiating any action.

15. GENERAL
    1. Entire Agreement. These Terms, any applicable Supplemental Terms, and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Services, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Services, whether oral or written.
    2. Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of On Belay and you and are not intended to confer third-party beneficiary rights upon any other person or entity.
    3. Independent Contractor. Your relationship to On Belay is that of an independent contractor, and neither party is an agent or partner of the other.  
    4. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
    5. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
    6. No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
    7. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America applicable therein without giving effect to any choice or conflict of law provision or rule.
    8. Any legal action or proceeding arising under these Terms will be brought exclusively in Delaware and we and you irrevocably consent to the personal jurisdiction and venue there.
    9. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Services. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
    10. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, a Provider, or in connection with an acquisition, sale or merger. These Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

16. CONTACT

marketing@obhs.com

100 Summer St. Boston, MA