Kilter Product Terms and Conditions

1. Product Information.

(a) Description: We strive to provide accurate descriptions and images of our Products. However, the appearance and specifications of Products may vary due to production updates or improvements.

(b) Digital Component: Some Products include digital elements, such as embedded software, firmware, or connectivity features, which may be necessary for the full functionality of the Product. Use of these digital components may require acceptance of our “Third-Party App Integration Agreement,” available here.

2. Order Acceptance and Cancellation.

You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by us or we will not be obligated to sell the Products to you. We may choose not to accept any orders at our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Kilter and you will not take place unless and until you have received your order confirmation email.

3. Digital Component Terms.

(a) Any software, firmware, or other digital content embedded in or provided with the Products is licensed, not sold, to you. Your use of such digital components is subject to the Third-Party App Integration Agreement.

(b) We may provide updates or upgrades to digital components for functionality and security. You agree to install such updates as required.

(c) Some Products may require an internet connection or integration with third-party services. We are not responsible for the availability, reliability, or security of such services.

4. Prices and Payment Terms.

(a) All prices for our Products are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling, and financial processing, which depends on the payment method and currency conversion dates. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors (including errors caused by third party software or other third party technology that we do not control) in any offer by us and we reserve the right to cancel any orders arising from such errors.

(b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept various payment methods as listed at checkout. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

5. Shipments; Delivery; Title and Risk of Loss.

(a) We will arrange for shipment of the Products to you. Please check the individual Product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.

(b) Title and risk of loss pass to you upon our transfer of the Products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

6. Returns and Refunds.

Eligible Products can be returned according to our Refund Policy. Please refer to our Refund Policy for the terms and conditions regarding returns and refunds.

7. Our Warranties and Disclaimers.

WE WARRANT THAT DURING THE WARRANTY PERIOD (AS DEFINED BELOW), THE PRODUCTS PURCHASED FROM KILTER WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP. WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, KILTER HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

KILTER HEREBY EXPLICITLY DISCLAIMS ALL RESPONSIBILITY FOR ANY CLAIMS, DAMAGES, OR LOSS RELATED TO OR ARISING FROM USE OF THE PRODUCTS. YOU HEREBY RELEASE AND HOLD KILTER AND ITS AFFILIATES HARMLESS FROM ANY DAMAGES THAT ARISE FROM OR ARE RELATED TO, OR WHICH OCCUR AS A RESULT OF, YOUR BREACH OF THESE TERMS.

YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND KILTER, ITS MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES AND AGENTS FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY FEES AND COURT COSTS, ARISING OUT OF ANY CLAIMS OR SUITS FOR DAMAGE OR INJURY TO ANY PERSON OR PROPERTY BASED IN WHOLE OR IN PART ON, ARISING OUT OF OR RELATED IN ANY WAY TO, YOUR BREACH OF THESE TERMS.

WE ARE NOT RESPONSIBLE FOR INJURIES SUSTAINED OR ILLNESSES SUFFERED IN CONNECTION WITH ANY INDIVIDUALS' USE OF THE PRODUCTS OR ANY TECHNIQUES OR PRACTICES USED IN CONNECTION WITH ROCK CLIMBING, BOULDERING, AND RELATED RECREATIONAL ACTIVITIES.

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY.

(a) Who May Use This Warranty?

This limited warranty extends only to the original purchaser of Products from Kilter. It does not extend to any subsequent or other owner or transferee of the Product.

(b) What Does This Warranty Cover?

This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in Products purchased from Kilter.

(c) What Does This Warranty Not Cover?

This limited warranty does not cover any damages due to:

• (i) transportation;
• (ii) storage;
• (iii) improper use, handling, or installation, or any damage sustained from any of the foregoing;
• (iv) failure to follow the Product instructions or to perform any preventive maintenance;
• (v) modifications;
• (vi) combination or use with any Products, materials, processes, systems or other matter not provided or authorized in writing by Kilter;
• (vii) unauthorized repair;
• (viii) normal wear and tear; or
• (ix) external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

This warranty also does not cover, and Kilter is not responsible for costs associated with, any removal or installation, replacement or on-site physical repair of the Product(s).

(d) What Is the Period of Coverage?

This limited warranty starts on the date of your purchase of the Product and continues for the period specified at the time of your order or quotation, depending on the products purchased and country of purchase (the “Warranty Period”). The Warranty Period is not extended if we repair or replace a warranted Product. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.

(e) What Are Your Remedies Under This Warranty?

With respect to any Defective Products during the Warranty Period, we will, in our sole discretion, either: (i) repair or replace such Products (or the defective part) free of charge, with your reasonable assistance, or (ii) refund the purchase price of such Products. We will also pay for shipping and handling fees to return the repaired or replacement Product to you if we elect to repair or replace the defective Products. If we determine, in our sole discretion, that any damage to the Products is not covered by this limited warranty, we will offer you the option to purchase replacement parts, and you will be responsible for all shipping and handling fees and installation and repair fees associated with those parts.

8. Indemnification.

You hereby agree to indemnify, defend, and hold harmless Kilter, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of your actual or alleged breach of these Terms, your use or misuse of the Products, or any damage or injury to any person or property based in whole or in part on, arising out of or related in any way to your breach of these Terms. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

9. Limitation of Liability.

(a) TO THE EXTENT NOT PROHIBITED BY LAW, KILTER (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

(b) TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF KILTER (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE PRODUCTS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE PRODUCTS (OR, IF WE CHOOSE, TO SUPPLY YOU THE PRODUCTS AGAIN).

10. Compliance with Resale and Export Laws.

You agree to comply with all applicable laws and regulations of the various states and of the United States, including all Export Regulations, as defined below. Products purchased from Kilter may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”).

11. Intellectual Property Use and Ownership.

You acknowledge and agree that you will comply with all terms and conditions of the specific license agreement for any Product you obtain, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services. You will not cause, induce or permit others noncompliance with the terms and conditions of any of these product and service license agreements. As between you and Kilter, Kilter is and will remain the sole and exclusive owner of all intellectual property rights in and to each Product made available by Kilter and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the Products made available by Kilter, or of any intellectual property rights relating to those Products.

12. Acceptable Use.

You agree not to misuse the Products or digital components, including but not limited to:

• (a) Decompiling, reverse engineering, or otherwise attempting to access the source code;
• (b) Using the Products in violation of applicable laws or regulations;
• (c) Interfering with or disrupting the operation of digital services or networks; or
• (d) Introducing viruses, malware, or other harmful code.

13. Governing Law and Jurisdiction.

The laws of the United States and the State of Colorado, excluding Colorado’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or the Products.

14. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

15. No Waivers.

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Kilter.

16. No Third-Party Beneficiaries.

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

17. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. 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.

(b) To Us. To give us notice under these Terms, please visit our contact page.

18. Severability.

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

19. Entire Agreement.

Our order confirmation, these Terms, the Third-Party App Integration Agreement relating to any Product you obtain from Kilter, and our Terms of Use will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

20. Binding Arbitration.

Without limiting your waiver and release in Section 7, you agree to the following:

(a) Purpose. Any and all Disputes (as defined below) involving you and Kilter will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 12 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 12 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

(b) Definitions. The term “Dispute” means any claim or controversy related to the Products, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, “Kilter” means Kilter and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your use of the e.

(c) Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Kilter by mail to 4840 Sterling Unit A, Boulder, CO 80301, U.S.A.

(d) Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Kilter may bring an individual action in a small claims court in the area where you used the Products if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

(e) Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Kilter about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Kilter agree otherwise, any arbitration hearing will take place in [ Denver, Colorado. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

(f) Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

(g) Arbitration Fees and Costs. The payment of the JAMS fees and costs will be governed by the JAMS Rules. However, if the arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you shall reimburse Kilter for all fees and costs that were your obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Kilter will pay all fees and costs that it is required by law to pay.

(h) Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. In this event, exclusive jurisdiction and venue for the adjudication of the Dispute shall be in the federal and state courts in and for Boulder, Colorado, and you hereby consent to the exercise of jurisdiction by such courts. WHETHER IN COURT OR IN ARBITRATION, YOU AND KILTER AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

(i) Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

21. Force Majeure Events.

We are not liable for any failure to provide the Products or perform under these Terms due to circumstances beyond our reasonable control, including, without limitation, acts of nature, war, labor disputes, shipping disruptions, supply shortages, or disruptions to internet service.