TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

Welcome to BIKESUP.COM. By clicking 'ACCEPT' and by continuing to use BIKESUP.COM you agree to the following Terms of Service ('TOS'), which we may update or revise from time to time. The most current version of the TOS is this document. Some BIKESUP.COM services feature posted guidelines or rules applicable to those services, which are hereby incorporated by reference into this TOS.

2. DESCRIPTION OF SERVICE

BIKESUP.COM currently provides access to informational and interactive resources relating to bicycle hill climbing, which may include news articles, statistics, shopping services, and personalized content (the 'Service'). The Service may be operated by one or more service providers. Unless explicitly stated otherwise, the TOS will apply to any new features of or enhancements to the current Service. The Service is provided 'AS-IS' and 'AS-AVAILABLE' for your use, and BIKESUP.COM is not responsible for the timeliness, deletion, or mis-delivery of any part of the Service.

3. YOUR REGISTRATION OBLIGATIONS

If you register with us, you agree to provide true, accurate, current and complete information about yourself. BIKESUP.COM has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) if you provide any untrue, inaccurate, not current or incomplete information, or if BIKESUP.COM reasonably suspects that you have provided untrue, inaccurate, not current or incomplete information.

4. BIKESUP.COM PRIVACY POLICY

The collection and use of your personal information by BIKESUP.COM is subject to our Privacy Policy, which can be found at: PRIVACY POLICY.

5. CONTENT GALLARY

Uploading, contributing or otherwise adding content to BIKESUP.COM is subject to our Content Gallary Agreement, which can be found at: CONTENT AGREEMENT

6. ACCOUNT, PASSWORD AND SECURITY

If you register with us, we will open an account for you and you will receive an account designation and a password. You are entirely responsible for maintaining the confidentiality of the password and account, and for all activities that occur under your password or account. You agree to exit from your account at the end of each session if you have logged in to help prevent unauthorized use of your account or password. BIKESUP.COM cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

7. CONDUCT

You agree not to:

A. use or to permit or facilitate others to use the Service by automated electronic processes, 'robots,' 'spiders,' 'scrapers,' 'webcrawlers,' or other computer programs that monitor, copy, or download data or other content found on or accessed through the Service, including without limitation real time scoring, video, audio, or data content, whether current or archival;

B. upload, post, email, transmit or otherwise make available any topic, name, material, or information that is unlawful, harmful, threatening, abusive, harassing, tortious, profane, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

C. interfere with, disrupt, unreasonably drain the resources of (through virus infections, denial of service attacks, any form of excessive use, or any other drain), translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for, or adapt in any way the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

D. collect or store personal data about other users.

E. create a frame, browser or border around any of the content of the Service or link to the Service without our prior express written permission (other than a plain text-only link to the home page of the Service, which link does not in any way imply a sponsorship or affiliation with the Service or BIKESUP.COM).

8. INDEMNITY

You agree to indemnify and hold SUKHA LLC, and its subsidiaries, affiliates, officers, agents, co-branders, service providers or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

9. NO RESALE OF SERVICE

Except with our prior expressed written permission, your use of the Service and access to BIKESUP.COM is solely limited to your personal and non-commercial use for viewing the Service, including real time scoring, on a single machine using a conventional web browser without the aid of automatic electronic processes, 'robots,' 'spiders,' 'scrapers,' 'webcrawlers,' or other automatic devices or computer programs or processes that monitor, copy, or download web pages, data or other content. BIKESUP.COM contains robot exclusion headers. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of BIKESUP.COM or any activities conducted on BIKESUP.COM. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on BIKESUP. COM's infrastructure. Portions of the content contained within the Service are updated on a real time basis and are proprietary or licensed to us by third parties. You agree not to reproduce, duplicate, copy, modify, create derivative works, publicly display, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service without our prior expressed written consent.

10. MODIFICATION AND TERMINATION OF SERVICE

BIKESUP.COM reserves the right to modify or terminate the Service (or any part thereof), temporarily or permanently, at any time and from time to time, and with or without notice. BIKESUP.COM reserves the right, in its sole discretion, to terminate your password, account (or any part thereof) or access to or use of the Service, for any reason, including, without limitation, if BIKESUP.COM believes that you have violated or acted inconsistently with the letter or spirit of the TOS, and you agree that BIKESUP.COM may do so without prior notice. You also agree that BIKESUP.COM will not be liable to you or to any third party for any modification or termination of the Service.

11. SUBSCRIPTION SERVICES AND BILLING

Some services offered on BIKESUP.COM may be subscription-based services. If you open an account for any subscription-based service, you hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Additional terms and conditions from service providers providing components of subscription-based services may apply. BIKESUP.COM reserves the right to change the amount of, or basis for determining, any fees or charges for subscription-based services provided by BIKESUP.COM, and to institute new fees, charges, or terms effective after providing prior notice to users with subscription-based accounts ('Customers').

Unless otherwise specifically stated, if you are a Customer, BIKESUP.COM agrees that it will terminate your account if you provide BIKESUP.COM with a notice of cancellation for any reason. If you provide a cancellation notice within the first fourteen (14) days of signing up for a subscription-based service, BIKESUP.COM will refund to you all subscription fees for that service, but you will still be obligated to pay any other charges incurred. If you cancel a subscription-based service after fourteen (14) days of signing up for a subscription-based service, no refund of fees will be made. If you have any balance due on your account for subscription-based services, you agree that BIKESUP.COM may charge these unpaid fees to your credit card.

PLEASE NOTE: Your subscriptions will be automatically renewed unless terminated, and your credit card will be charged for the subscription fees according to the type of subscription-based service monthly subscriptions will be charged once per month, quarterly subscriptions will be charged on a quarterly basis, annual subscriptions will be charged once per year, and six-month subscriptions will be charged once per six (6) months.

Unless otherwise specifically stated, the renewal charge shall be equal to the original price of the subscription-based service, unless BIKESUP.COM notifies you in advance. You will have thirty (30) days after the date that the renewal charge is posted to your subscription-based account to provide BIKESUP.COM with notice of cancellation to your subscription. Your subscription will be cancelled upon receipt of notice, a credit will be made to your subscription-based account in the amount of the charge made, and any associated credit card charges made will be refunded.

Your right to use the subscription-based services is subject to any limits established by BIKESUP.COM, subscription service provider or by your credit card issuer. If payment cannot be charged to a Customer's credit card, BIKESUP.COM is notified that a Customer has disputed account charges with his/her credit card company, or a Customer's charge is returned for any reason, including chargeback, BIKESUP.COM reserves the right to either suspend or terminate Customer's access and account, and thereby terminating this TOS and any of BIKESUP.COM's obligations hereunder.

BIKESUP.COM may terminate any or all of its subscription-based services at its convenience, but in the event of such termination for convenience, BIKESUP.COM will refund a pro-rata amount of pre-paid fees to Customers of such terminated subscription-based services. Any pro-rata refunds made will be the only remedy made to Customers of a terminated subscription-based service.

12. DEALINGS WITH ADVERTISERS AND MERCHANTS

If you engage in business dealings with advertisers or merchants found on or through the Service, whether by participating in promotions, purchasing products or services, or other dealings, you and such advertisers and merchants are solely responsible for compliance with any terms, conditions, warranties, representations, or liabilities associated with such dealings. SUKHA LLC shall NOT be responsible or liable for any loss or damage incurred as the result of any such dealings.

13. LINKS

The Service may contain links to other third party Web sites or resources. BIKESUP.COM has no control over such sites and resources, and you acknowledge and agree that BIKESUP.COM bears no responsibility for the availability of such external sites or resources, does not endorse, and bears no responsibility or liability for any content, advertising, products, or other materials on or available from such sites or resources, and BIKESUP.COM also bears no responsibility or liability, 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 such content, goods or services available on or through any such third party Web site or resource.

14. BIKESUP.COM'S PROPRIETARY RIGHTS

You acknowledge and agree that BIKESUP.COM, and/or its suppliers, own the Service and any necessary software used in connection with the Service ('Software') and that the Service and the Software are protected under applicable intellectual property and other laws. You also acknowledge and agree that content contained in the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Unless BIKESUP.COM or its advertisers provides express authorization, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the whole or any part of the Service, the Software, or content on the Service.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. SUKHA LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

B. SUKHA LLC MAKES NO CLAIM THAT THE SERVICE WILL BE SUITABLE TO YOUR NEEDS, UNINTERRUPTED, TIMELY, OR SECURE. THE SERVICE MAY CONTAIN INACCURACIES, TYPOGRAPHICAL ERRORS, OR MAY BE OTHERWISE UNRELIABLE. SUKHA LLC MAKES NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. SUKHA LLC MAKES NO CLAIM THAT IT WILL CORRECT ERRORS IN THE SOFTWARE.

C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH BIKESUP.COM OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

16. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL EITHER YOU OR SUKHA LLC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, SERVICE PROVIDERS, EMPLOYEES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUKHA LLC AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE AVAILABILITY OR PERFORMANCE OF THE SERVICE; (ii) THE COST TO OBTAIN SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING ANY STATEMENTS OR CONDUCT THAT MAY BE THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, ILLEGAL, OR INFRINGING; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, EMPLOYEES, AND SUPPLIERS, TO YOU AND ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

17. NOTICE

BIKESUP.COM or the Service may provide notices to you via either email or regular mail, and the Service may provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

18. TRADEMARK INFORMATION

BIKESUP.COM and other SUKHA LLC logos and product and service names are trademarks of SUKHA LLC. (the 'SUKHA LLC Marks'). Without SUKHA LLC.'s prior permission, you agree not to display, or use in any manner, the SUKHA LLC Marks.

19. COPYRIGHTS and COPYRIGHT AGENTS

The following information is provided below so that you may notify BIKESUP.COM if you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated. You must provide written notification to BIKESUP.COM's Designated Agent for claims of copyright or other intellectual property infringement, who can be reached as follows:

By mail:
LEGAL
Sukha LLC DBA Bikesup!
P.O. Box 58304
Salt Lake City, UT 84158

By email:
legal@bikesup.com

Such written notification must include the following to be effective:

A. a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or intellectual property interest that has been allegedly infringed;

B. a description of the copyrighted work or works or intellectual property interest that has been allegedly infringed;

C. a description of the location or locations of the allegedly infringing material on the site;

D. the contact information of the person authorized to act on behalf of the owner of the copyright or intellectual property interest, including address, telephone number, and email address;

E. a statement that the owner of the copyright or intellectual property interest believes in good faith that the use in dispute is not authorized by the copyright or intellectual property owner, its agent, or the law; and

F. a statement, made under penalty of perjury, that the notice information is accurate and that the statement is made by the owner of the copyright or intellectual property interest or a person authorized to act on the behalf of the owner of the copyright or intellectual property interest.

20. GENERAL INFORMATION

You expressly understand and agree that:

A. the TOS constitutes the entire agreement between you and BIKESUP.COM, superceding any prior agreements between you and BIKESUP.COM. You may be subject to additional terms and conditions when you use affiliate services, third-party content or third-party software, or other parts of the Service including subscription components;

B. the TOS and the relationship between you and BIKESUP.COM shall be governed by the laws of the State of Utah without regard to its conflict of law provisions. You and BIKESUP.COM agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Salt Lake County, Utah;

C. the failure of BIKESUP.COM to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision;

D. in the event a court of competent jurisdiction finds that any provision of the TOS is invalid, the court should give effect to the parties' intentions as reflected in the provision, and all other provisions of the TOS shall remain in full force and effect;

E. you will file any claim or cause of action arising out of or related to use of the Service or the TOS within one (1) year after such claim or cause of action arose, regardless of any statute or law to the contrary, acknowledging that any claim or cause of action filed after one (1) year would be forever barred; and

F. the section titles in the TOS are for convenience only and have no legal or contractual effect.

Please report any violations of the TOS to: legal@bikesup.com.