Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of the OnSet platform and all related software, applications, tools, content, and services provided by OnSet Operations LLC ("OnSet," "we," "our," or "us") (collectively, the "Services").

By doing any of the following, you agree to be bound by these Terms:

• Accessing or using the Services
• Creating an account
• Clicking "I agree," "Accept," or a similar button
• Executing an order form, subscription agreement, or other document that references these Terms
• Otherwise using or accessing any part of the Services

If you are using the Services on behalf of an Organization, you represent and warrant that you have full legal authority to bind that Organization to these Terms and that the Organization agrees to be bound. In that case, "you" and "your" in these Terms refer both to you as an individual and to the Organization.

If you do not agree to these Terms, you must not use the Services.

2. Services

OnSet provides software-as-a-service and related services designed to support climbing gym operations, including but not limited to:

• Web applications for facility management and administration
• Staff and route-setting mobile applications
• Customer-facing mobile applications for climbers and members
• Route lifecycle management tools
• Scheduling, assignment, and workflow tools
• Analytics, reporting, and benchmarking features
• Push notifications and communications infrastructure
• APIs, webhooks, and third-party integrations
• Future products, features, and services that OnSet may offer

The Services are provided on a subscription basis. Not all features are available on all subscription plans. OnSet reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice.

3. Beta Features

OnSet may make certain features available on a preview, beta, pilot, early access, or evaluation basis ("Beta Features").

Beta Features may contain errors, may be modified or discontinued at any time, and are provided without any warranty of any kind.

OnSet may suspend, modify, or remove Beta Features at any time without liability.

4. Definitions

• "Agreement" means these Terms together with any applicable Order Form, Data Processing Agreement, or other written agreement between OnSet and an Organization.
• "Authorized User" means any individual who accesses or uses the Services under an Organization's account, including Staff Users and Customer Users.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential.
• "Customer User" means a climber, member, guest, or other individual who accesses customer-facing features through a participating Facility.
• "Documentation" means any written or electronic materials provided by OnSet describing the features and functionality of the Services.
• "Facility" means a physical climbing gym, bouldering gym, training facility, or operational location managed by an Organization and registered with OnSet.
• "Fees" means all amounts owed by an Organization for access to the Services as set forth in an Order Form or as published on OnSet's website.
• "Order Form" means an ordering document, subscription confirmation, or similar agreement specifying the Services to be provided and the applicable Fees.
• "Organization" means a company, limited liability company, partnership, sole proprietorship, gym operator, management group, franchise operator, or other legal entity that subscribes to the Services.
• "Organization Data" means all data, content, records, and information submitted, created, uploaded, or otherwise provided by an Organization or its Authorized Users through the Services.
• "Staff User" means an employee, independent contractor, manager, route setter, administrator, coach, or other individual granted access through an Organization account.
• "Subscription Term" means the period during which an Organization has an active, paid subscription to the Services.
• "User Content" means text, images, photos, videos, comments, data, or other materials submitted by any user through the Services.

5. Eligibility

To use the Services, you must:

• Be at least 18 years of age, or the age of majority in your jurisdiction if higher
• Be legally capable of entering into a binding contract
• Not be prohibited from receiving the Services under applicable law, including applicable export controls and sanctions regimes

You may not use the Services if:

• Your use would violate any applicable federal, state, local, or international law or regulation
• You have been previously suspended or terminated by OnSet and not reinstated
• You are a resident of or located in a jurisdiction subject to applicable trade sanctions or embargoes

By using the Services, you represent and warrant that you meet all eligibility requirements.

6. Export Compliance

You agree not to use, export, re-export, transfer, or make available the Services in violation of applicable export control, sanctions, or trade laws.

7. Accounts

To access most features of the Services, you must register an account. You agree to provide accurate, current, and complete information during registration and to keep that information updated.

You are responsible for:

• Maintaining the confidentiality of your login credentials
• Restricting access to your account and devices
• All activity that occurs under your account, whether or not authorized by you
• Promptly notifying OnSet of any unauthorized access at billy@onsetops.com

OnSet will not be liable for any loss or damage resulting from unauthorized access to your account arising from your failure to safeguard your credentials. Organizations are responsible for all activity under their account and the accounts of their Authorized Users. OnSet may suspend any account that presents security, legal, fraud, or operational concerns.

8. Subscription Plans and Billing

Subscriptions are structured on a per-Facility basis unless otherwise specified in an Order Form. An Organization may maintain subscriptions for one or more Facilities under a single account.

Fees are billed in advance on a monthly basis unless otherwise stated in an Order Form. Payment is due on the first day of each billing cycle. OnSet reserves the right to change Fees upon reasonable advance notice. Continued use of the Services after a Fee change takes effect constitutes acceptance of the new Fees.

Fees do not include applicable sales tax, VAT, GST, use tax, or other governmental charges. Organizations are solely responsible for all such taxes and charges.

All Fees are non-refundable except where explicitly required by applicable law. If an Organization cancels mid-cycle, the subscription remains active through the end of the current billing period and no partial refund is issued.

Failure to pay Fees when due may result in suspension of access to the Services. If an Organization disputes a charge, it must notify OnSet in writing within 30 days of the charge appearing on a billing statement. Failure to dispute within this period constitutes acceptance of the charge.

9. Organization Responsibilities

Organizations are solely responsible for:

• Managing Authorized User permissions, roles, and access levels
• All operational, scheduling, and staffing decisions
• Route-setting decisions, route quality, and route grades
• Budgeting, resource allocation, and financial decisions
• Safety procedures, inspections, maintenance programs, and risk management
• Compliance with all applicable local, state, federal, and international laws and regulations

Organizations are responsible for ensuring that all Authorized Users they provision comply with these Terms and must promptly remove access for any user who is no longer authorized or who violates these Terms. Organizations are responsible for the accuracy, quality, and legality of Organization Data.

10. Customer User Access

Customer Users may access certain features of the Services only through participating Facilities that have enabled customer-facing functionality. Each Facility determines which features are enabled, restricted, or disabled. OnSet does not guarantee that any particular feature will be available to Customer Users at any Facility.

OnSet does not guarantee that any Facility will continue to participate in or subscribe to the Services. If a Facility's subscription ends, Customer Users associated with that Facility may lose access to Facility-specific features and content.

Disputes between Customer Users and Facilities are solely between those parties. OnSet is not a party to any such dispute.

11. Data Ownership

Organizations retain all right, title, and interest in and to Organization Data. OnSet does not claim ownership of Organization Data. Individual users retain ownership of personal content they submit, subject to the license granted in Section 13.

OnSet retains all right, title, and interest in and to the Services, including:

• Software and source code
• Trademarks, service marks, trade names, and branding
• Platform design, user interface, and user experience elements
• Algorithms, methodologies, and analytical frameworks
• Documentation and training materials
• All other intellectual property associated with or embodied in the Services

OnSet may collect, derive, and use aggregated and anonymized information derived from Organization Data and user activity — information that cannot identify any individual or Organization — for analytics, benchmarking, product improvement, research, and business reporting. This aggregated data is owned by OnSet and does not constitute Organization Data.

12. Data Backup and Recovery

Organizations are responsible for maintaining backups of any information they consider critical.

While OnSet may maintain backups for operational and disaster recovery purposes, OnSet does not guarantee the availability, recovery, or restoration of any specific data.

Organizations should independently export and retain copies of important records.

13. User Content

Users are solely responsible for all User Content they submit through the Services. By submitting User Content, you represent and warrant that you own or have all necessary rights to submit the content and that it does not violate any applicable law or these Terms.

By submitting User Content, you grant OnSet a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, display, reproduce, modify, adapt, and distribute such content solely as necessary to operate, maintain, improve, and provide the Services.

OnSet reserves the right to remove or disable access to any User Content that, in OnSet's reasonable judgment, violates applicable law, these Terms, or OnSet's platform policies.

14. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right
• Infringe the intellectual property rights of OnSet or any third party
• Upload, transmit, or distribute malware, viruses, or other harmful code
• Interfere with or disrupt the operation, security, or integrity of the Services
• Attempt to gain unauthorized access to any part of the Services or other accounts
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law
• Scrape, crawl, or harvest data from the Services without OnSet's prior written authorization
• Transmit unsolicited communications, spam, or promotional materials through the Services
• Impersonate any person or entity or misrepresent your affiliation
• Circumvent, disable, or interfere with security-related features of the Services

15. Analytics and Recommendations Disclaimer

The Services may generate or surface analytics, reports, recommendations, forecasts, benchmarks, performance insights, scheduling guidance, or other informational outputs (collectively, "Analytics").

Analytics are provided solely for informational purposes. Analytics do not constitute professional advice — business, financial, legal, employment, safety, or otherwise. Organizations remain solely responsible for all decisions made in connection with their operations, regardless of any Analytics provided by the Services.

OnSet does not guarantee the accuracy, completeness, timeliness, or fitness for any particular purpose of any Analytics output. Organizations should independently verify information before relying upon it for material decisions. OnSet shall not be liable for any decision made or action taken in reliance on Analytics.

16. Route Safety Disclaimer

OnSet provides software tools to support operational workflows. OnSet is not a safety inspector, certifier, or consultant.

OnSet does not:

• Inspect climbing facilities, equipment, holds, hardware, or structures
• Inspect or evaluate climbing routes
• Verify route safety, grades, or maintenance status
• Certify compliance with any safety standard, industry guideline, or regulatory requirement
• Provide any guarantee or warranty regarding the physical safety of any route, wall, or facility

Organizations are solely responsible for:

• Establishing, maintaining, and enforcing safety procedures and protocols
• Conducting regular inspections of walls, holds, hardware, ropes, and equipment
• Maintaining routes in safe and appropriate condition
• Accurate and appropriate route grading
• Risk management and incident response
• Compliance with applicable safety regulations and industry standards

Use of the Services does not replace professional judgment, safety inspections, qualified staffing, or appropriate operational oversight. OnSet expressly disclaims all liability for injury, death, property damage, or other harm arising from climbing activities or facility operations.

17. Intellectual Property

Subject to these Terms and payment of applicable Fees, OnSet grants Organizations and their Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for internal business operations.

You may not:

• Copy, modify, or create derivative works of the Services
• Resell, sublicense, or provide the Services to third parties without OnSet's prior written consent
• Remove or obscure any proprietary notices on the Services
• Use OnSet's trademarks or branding without prior written permission

Nothing in these Terms transfers any ownership of OnSet intellectual property to any user or Organization.

18. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to third parties or use it for any purpose other than as necessary to fulfill obligations under these Terms.

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known to the receiving party before disclosure
• Is rightfully obtained from a third party without restriction
• Is independently developed by the receiving party without use of the other party's Confidential Information

Confidentiality obligations survive termination of these Terms for three (3) years, except with respect to trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

19. Third-Party Services and Integrations

The Services may integrate with or link to third-party services, platforms, or APIs. OnSet does not control and is not responsible for third-party services, their availability, their terms, or their data practices. Your use of third-party services is governed by those third parties' own terms and privacy policies.

OnSet expressly disclaims all liability arising from your use of third-party services, including any data loss, security incidents, or service interruptions caused by third parties.

20. Feedback

If you provide OnSet with suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Services ("Feedback"), you grant OnSet a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, create derivative works from, distribute, and commercialize the Feedback without restriction and without any obligation to compensate you. OnSet has no obligation to act on or implement any Feedback.

21. Availability and Service Interruptions

OnSet provides the Services on an "as available" basis. OnSet does not guarantee continuous, uninterrupted, or error-free operation of the Services, or that the Services will meet your requirements.

Scheduled maintenance, emergency maintenance, software updates, infrastructure outages, third-party service failures, and events beyond OnSet's reasonable control may affect availability. OnSet will make reasonable efforts to schedule maintenance during low-usage hours and to provide advance notice of planned downtime.

22. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND.

ONSET AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY OR COMPLETENESS OF DATA OR OUTPUTS, RELIABILITY OR AVAILABILITY, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR, AND THAT DEFECTS WILL BE CORRECTED.

NO ADVICE OR INFORMATION OBTAINED FROM ONSET OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain implied warranties. To the extent such warranties cannot be fully disclaimed under applicable law, they are limited in duration to the minimum period required by law.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONSET AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ONSET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL ONSET'S TOTAL CUMULATIVE LIABILITY TO AN ORGANIZATION OR ANY USER ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES ACTUALLY PAID BY THE APPLICABLE ORGANIZATION TO ONSET DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ONSET WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, ONSET'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The parties acknowledge that the disclaimers and limitations of liability in these Terms reflect a reasonable allocation of risk and are an essential basis of the bargain between OnSet and users.

24. Indemnification

You agree to defend, indemnify, and hold harmless OnSet and its officers, directors, employees, contractors, agents, licensors, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your User Content or Organization Data
• Your use of the Services other than as expressly authorized by these Terms
• Your violation of any applicable law or regulation
• Your negligence, misconduct, or fraud
• Your Organization's operations, including any claims arising from climbing injuries, facility safety, or route conditions

OnSet will provide you with prompt written notice of any claim subject to indemnification. You will have the right to control the defense and settlement of such claim, provided that you may not settle any claim that imposes any obligation, restriction, or liability on OnSet without OnSet's prior written consent.

25. Suspension and Termination

OnSet may suspend or terminate any account or access to the Services at any time for reasons including:

• Actual or suspected security threats or unauthorized access
• Abuse of the Services or violation of these Terms
• Non-payment of Fees
• Legal requirements, court orders, or government directives
• Conduct that OnSet reasonably believes creates risk of harm to users, third parties, or OnSet

An Organization may cancel its subscription at any time by providing written notice to OnSet as described in Section 32. Cancellation takes effect at the end of the then-current billing period. No refunds are issued for early cancellation.

Except in cases of emergency, imminent harm, legal prohibition, or fraud, OnSet will make reasonable efforts to notify an Organization before suspending its account.

26. Effect of Termination

Upon termination or expiration of an Organization's subscription:

• The Organization's and its Authorized Users' right to access and use the Services immediately ceases
• OnSet will provide the Organization with a reasonable opportunity (not less than 30 days where practicable) to export Organization Data before deletion
• OnSet will delete or anonymize Organization Data within 90 days of termination, subject to any legal retention obligations

Termination does not relieve an Organization of any obligation to pay Fees that accrued prior to the termination date. Sections 11, 13, 15, 16, 17, 18, 22, 23, 24, 28, 29, 30, and 33 survive termination.

27. Force Majeure

OnSet will not be in breach of these Terms or liable for any delay or failure to perform its obligations to the extent such delay or failure is caused by circumstances beyond OnSet's reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, government action, labor disputes, power failures, internet or telecommunications outages, cyberattacks, or failures of third-party service providers.

28. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

29. Dispute Resolution and Arbitration

Before initiating any formal dispute proceeding, you agree to contact OnSet at billy@onsetops.com and attempt to resolve the dispute informally. OnSet will attempt to resolve the dispute within 30 days. If the dispute is not resolved within that period, either party may proceed to arbitration as set forth below.

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Arbitration shall be conducted in King County, Washington, unless otherwise required by applicable consumer protection law. The arbitration may be conducted remotely where the parties agree or where the arbitrator determines it appropriate.

The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, subject to the limitations set forth in these Terms. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying dispute.

30. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CLASS ARBITRATION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST ONSET OR ANY ONSET PARTY. ALL DISPUTES MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY.

If this waiver is found to be unenforceable with respect to a particular claim, then that claim shall be severed from the arbitration and proceed in court, while all other claims remain in arbitration.

31. Changes to Terms

OnSet may modify these Terms at any time. When we make material changes, we will post the updated Terms with a new effective date and provide notice by email, in-app notification, or other reasonable means at least 14 days before material changes take effect, where reasonably practicable.

Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree, you must discontinue use of the Services before the effective date of the changes.

32. Notices

All legal notices to OnSet must be sent in writing by email to billy@onsetops.com or by first-class mail to OnSet Operations LLC, 3817 Evanston Ave N, Seattle, WA 98103.

OnSet may provide notices to you via email to the address associated with your account, via in-app notification, or by posting on the Services. You are responsible for keeping your account contact information current.

33. General Provisions

34. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

OnSet Operations LLC
Email: billy@onsetops.com
Mailing Address: 3817 Evanston Ave N, Seattle, WA 98103