Terms And Conditions

TERMS AND CONDITIONS

Last modified: July 25, 2016

The blackriver website and the mobile applications and services available in connection with this website (the “Site”) are made available to you by blackriver Systems, Inc., a Delaware corporation, (“blackriver” or “we”, “us”, or “our”) subject to these Terms and Conditions and the related DMCA Policy and Privacy Policy (collectively with the DMCA Policy and the Privacy Policy, the “Terms and Conditions”). If you do not agree to these Terms and Conditions, please do not use the Site. If you continue to use the Site, you signify your agreement to these Terms and Conditions. We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these Terms and Conditions at any time. All changes are effective immediately when posted. Your continued use of the Site following the posting of revised Terms and Conditions means that you accept and agree to the changes. We may change the Site or add or delete content or features in any way, at any time, and for any reason or no reason. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

REGISTRATION

To use the Site, you agree to provide, maintain, and update true, accurate, current, and complete information about yourself as prompted by our registration processes (the “Registration Data”). If you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You agree that blackriver may use your Registration Data to provide services on the Site. You will notify blackriver promptly of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site.

SUBSCRIPTIONS AND BILLING

Some services offered on the Site are subscription-based services. If you choose to become a Premium member or a Business Account holder of blackriver, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service) (“Payment Method”), and you will automatically be charged in advance for the next succeeding payment period (monthly or annual). You agree to pay all membership fees and other charges incurred in connection with your username and password for your account. You may cancel your Premium membership or Business Account at any time in accordance with instructions set forth on the Site. No refunds will be granted upon cancellation.

BUSINESS ACCOUNTS

Some services offered on the Site are intended for businesses, such as independent bicycle dealers (“IBDs”), coaches, bicycle brands and manufacturers, wholesalers, distributors, bicycle travel companies, and others in the bicycle industry (“Business Accounts”). Such Business Accounts will be subject to these Terms and Conditions except to the extent that there is a separate written agreement between blackriver and any such Business Account holders. For Business Accounts with separate written agreements, the terms of any such separate written agreement will control over these Terms and Conditions to the extent of any inconsistency between the two.

AGE

You must be at least 13 to use the Site. If you are between 13 and 18, you may use the Site only with the supervision and consent of a parent or guardian. No individual under these age limits may provide any personal data to blackriver or otherwise through the Site. Personal data is information (e.g., a name, address, telephone number, email address, location data) that can be used, directly or indirectly, alone or together with other information, to identify you.

LINKS AND RSS

The Site may include links that direct you to other sites that are beyond our control. blackriver is not responsible for the accuracy, relevancy, copyright or other IP compliance, legality, security, or decency of, nor does it endorse, material contained in sites to which you link from the Site. We have not reviewed, and cannot review, all of the material, including computer software, posted to the Site or made available through the websites and webpages to which we link, and that link to blackriver. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. We disclaim any responsibility for any harm resulting from your use of websites and webpages other than blackriver.

You are permitted to create and post to other sites a link to the Site. However, any such link may not portray blackriver in a false, misleading, derogatory, defamatory, or otherwise disparaging light, nor may it contain or associate blackriver with pornographic, illegal, offensive, harassing, or otherwise objectionable material. You are also permitted to implement any RSS feed located on the Site for personal noncommercial use. Notwithstanding the foregoing in this paragraph, blackriver reserves the right to modify, limit, or revoke the permissions granted in this paragraph at any time and for any reason or no reason.

CONTENT YOU PROVIDE

“Your Content” means content you submit to the Site or that you allow third parties to submit to the Site, including your name, username, profile, images, links, and any other personal or biographical information, photos, video, audio, illustrations, animations, logos, tools, text, ideas, illustrations, communications, data, information, software, scripts, executable files, workouts, workout data, training plans, sleep activity, nutrition, and recipes, but not Route Content.

“Route Content” means any information; data; maps; routes; challenges, including challenge routes and rewards for completion; points of interest (including images and text); geo-data; ride and route completion, rating, and ranking data; “likes;” directions; GPS data; and route names defining, illustrating, describing, or mapping a geographical route or path traversed or to be traversed that you submit to, or map, generate, or post on, the Site.

“Business Account Content” means a Business Account holder’s entity name and logo.

“Content” means Your Content, Route Content, and Business Account Content.

As between blackriver and you, you own Your Content. However, by submitting Your Content you irrevocably grant blackriver a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferrable license to use Your Content throughout the world in any media for any commercial or non-commercial purpose. Herein “use” means display, copy, distribute, modify, adapt, publish, incorporate into other works, create derivative works, and allow third-party sites and services who obtain Your Content from us to do the same. You irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content brought against us or any third-party sites. If you delete Your Content, blackriver will use reasonable efforts to remove it from the Site, provided, however, that you acknowledge that in such event Your Content may not be made immediately unavailable, whether due to caching, links, references, or otherwise and deletion of your content does not end or diminish our license rights set forth above.

As between blackriver and you, blackriver owns Route Content. If you delete any Route Content, blackriver may delete such Route Content, but blackriver retains the right not to delete such Route Content, to continue to maintain any or all of such Route Content on the Site, and to use Route Content throughout the world, in any media, and for any commercial or noncommercial purpose, with or without attribution to you.

As between blackriver and a Business Account holder, the Business Account holder owns the Business Account Content, and, following termination of a Business Account, blackriver will use commercially reasonable efforts to remove such Business Account Content from the Site in the ordinary course of business.

When you post Content to the Site, you are responsible for the content of, and any harm resulting from, that Content, regardless of whether the Content in question is in the form of text, graphics, photographs, audio files, or computer software.

By submitting Content to us, you represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and permissions, without the need for any permission from or payment to another person or entity, to exploit, and to authorize us to exploit, Content and that use of Content does not violate or infringe the rights of any third party; (b) the Content does not contain or install any viruses, worms, malware, Trojan horses, or other harmful or disruptive material or data; (c) the Content is not spam, and does not contain ads or unethical or unwanted commercial content designed to drive traffic to third-party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipient as to the source of the materials (such as spoofing); (d) the Content does not violate or invade the privacy or publicity rights of any third party, and does not harm minors or impersonate others; and (e) the Content is not abusive, obscene, libelous, defamatory, hateful, objectionable, harassing, or intolerant, including in respect of race, color, national origin, religion, disability, sex, sexual orientation, or gender identity or expression.

We will not be liable for any statements or representations related to Content. We assume no responsibility for monitoring the Site for appropriate user content and have no obligation to remove content. However, we reserve the right to monitor, edit, or remove any content, Including Content, at any time for any reason.

The Site may provide you with the option of marking certain Content that you submit to the Site as private or available only to select users of the Site. If, upon submission of Content to the Site, you initially elect to mark such Content as private or available for a limited group of users, we will use commercially reasonable efforts to maintain the privacy of such Content in accordance with your election. However, if you do not elect to mark your Content as private or available for a limited group of users, or later change such designation to allow such Content to be made generally available, we cannot and do not guarantee the privacy of such Content.

DMCA; INTELLECTUAL PROPERTY

If you believe material located on the Site violates your copyright, please email us (contact@blackriver.cc) in accordance with our DMCA Policy. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to infringing material. In furtherance, and not in limitation of these Terms and Conditions, we reserve the right to terminate when and as we deem appropriate in our discretion any user who is or is suspected to be a repeat infringer of copyright or other IP rights. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid in respect of the Site.

By using the Site, including as a subscriber, you do not acquire any right or license in or to any intellectual property of blackriver or any of its licensors, and all such rights remain solely with blackriver and its licensors, as applicable. Without limitation of the foregoing, use of the Site does not confer any right or license to reproduce or otherwise use any blackriver or third party trademarks or copyrighted material.

SCRAPING; AUTOMATED USE OF SITE.

You may not send automated queries of any sort to the Site without our express written permission. Such queries include using any software that sends automated queries to the systems and networks used to provide the Site that seek to download bulk data, “scrape” data, or determine how many saved routes or users we have; “meta-searching” the Site and the systems and networks used to provide the Site; and performing offline searches in respect of the Site. Do not interfere with or damage operation of the Site, including through unauthorized use, disruption, automated attacks, exploitation, or abuse of our resources.

DISCLAIMER

THE INFORMATION, CONTENT, AND MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT, OR MATERIALS ON THE SITE (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT, AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE SITE, INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT OR ANY THIRD-PARTY SITES OR SERVICES LINKED TO FROM THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, SAFETY, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY, IN WHOLE OR IN PART, NOT APPLY TO YOU.

WE DO NOT RIDE ANY ROUTES, RIDES, OR CHALLENGES POSTED TO THE SITE, AND DO NOT VERIFY THEIR SAFETY, ROAD QUALITY, TERRAIN, OR THE AMOUNT, CHARACTER, OR SPEED OF TRAFFIC THEREON.

INDEMNIFICATION

You are entirely responsible for maintaining the confidentiality of your username, password, and your account, as well as all activities that occur under your account. You hereby agree to indemnify, defend, and hold blackriver and our licensors, licensees, distributors, agents, representatives, and other users of the Site, and each of the foregoing entities’ respective resellers, distributors, service providers, and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, partners, joint venturers, representatives, investors, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by any Indemnified Party in connection with any claim arising out of your use of the Site or any breach by you of these Terms and Conditions or claims arising from your use of the Site or your account. You will use your best efforts to cooperate with us in the defense of any claim. blackriver reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE SITE OR CONTENT, MATERIALS, OR FUNCTIONS ON ANY SUCH SITE, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NONPERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND OUR REASONABLE CONTROL.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR (A) ANY INCOMPATIBILITY BETWEEN THE SITE AND ANY OTHER SITE, SERVICE, SOFTWARE, OR HARDWARE, OR (B) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATING TO THE SITE BEING EXECUTED IN AN ACCURATE OR TIMELY MANNER.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS AND CONDITIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

JURISDICTIONAL AND VENUE ISSUES

You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed, and that venue properly lies, only in state or federal courts located in Madison, Wisconsin, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action. You agree that we may submit any claim you make to binding arbitration in lieu of litigation. Such arbitration shall be conducted in Madison, Wisconsin, under the rules administered by the American Arbitration Association. Notwithstanding the foregoing, in no event shall any claim, action, or dispute relating to the ownership of IP be submitted to arbitration. Those who choose to access the Site do so on their own initiative and are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws. The provisions of these Terms and Conditions, which by their nature should survive the termination of these Terms and Conditions, shall so survive such termination until performed.

GENERAL PROVISIONS

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States, without giving effect to any principles of conflicts of law. Any unlawful or unenforceable provisions of these Terms and Conditions shall be severable. No waiver of any provision of these Terms and Conditions by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. EXCEPT AS SPECIFICALLY SET FORTH HEREIN TO THE CONTRARY, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

WAIVER AND RELEASE OF LIABILITY FOR PARTICIPATION IN ACTIVITIES

In consideration of blackriver furnishing services to enable me to use the Site in connection with activities including, but not limited to, cycling, route and ride planning, and/or participation in Challenges (“Activities”), I agree to the terms of this Waiver and Release of Liability (“Release”) as set forth herein.

I attest that I am physically fit and sufficiently trained to participate in the Activities and my participation therein is voluntary. I acknowledge that the Activities are inherently dangerous and accept the dangers of participating in the Activities and fully assume the risks associated with participation including, for example, the dangers of collision with pedestrians, vehicles, other participants in Activities, and fixed or moving objects; the dangers arising from road or trail conditions, surface hazards, including potholes, equipment failure, inadequate safety equipment, use of equipment or materials provided by others; my own negligence or that of others; weather conditions; and the possibility of serious physical and/or mental trauma or injury, or death associated with the Activities. For myself, my heirs, executors, administrators, legal representatives, assignees, and successors in interest (collectively, “Successors”) I hereby waive, release, discharge, hold harmless, and promise to indemnify and not to sue, blackriver or its shareholders, employees, officers, agents, advertisers, sponsors, partners, joint venturers, contributors, ambassadors, or affiliates (collectively, “Releasees”) from any and all rights, claims, and causes of action to the maximum extent permitted by law, which I have or which may hereafter accrue to me, and from any and all loss, cost, expense, and damages which may be sustained by me directly or indirectly in connection with, or arising out of, my participation in or association with any Activity.

I have no physical or medical condition which would endanger or interfere with the safety of myself or others while participating in any Activity.

I agree, for myself and any Successor, that, should I or any Successors assert a claim contrary to what I have agreed to herein, the claiming party and I shall be liable for expenses (including legal fees) incurred by any Releasee in defending such claim.

In consideration for allowing me to participate in the Activities, in connection with participation in any Activity, I hereby assume all risks and dangers, and all responsibility for any losses and/or damages, whether caused in whole or in part by the negligence or other conduct of any Releasee. I am also solely responsible for whether I will or will not wear a helmet or other protective gear or equipment.

I hereby agree that any claim for damage or injury arising out of or relating to the Activities, not otherwise barred by this Release, must be commenced by filing a complaint in the United States District Court for the District of Wisconsin no later than 120 days after such claim arises, or such claim is forever barred. The exclusive jurisdiction for any such claim is in the state and federal courts located in Madison, Wisconsin, and I consent to personal jurisdiction in those courts.

I HAVE READ THE ABOVE RELEASE, AND BY USING THE SITE, AGREE TO ITS TERMS.