These Terms of Service (these “Terms”) are entered into between you as an individual or, if you are accessing or using the Platform or Content on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”), and Backcountry Expeditions, LLC, with its principal place of business at 972 Mira Mesa Drive, Hesperus, CO, 81326 (“Backcountry Expeditions”). These Terms governs Your use of websites made available by Backcountry Expeditions, including those located at onlineadvtraining.com and backcountryexpeditions.co/ (collectively, the “Platform”), and all adventure motorcycle training videos and other videos, audio-visual clips, articles, blog posts, documentation, photographs, images, information, and other content made available through the Platform (collectively “Content”).
By accessing or using any part of the Platform or any Content, or by clicking “I agree” to these Terms, You acknowledge and agree to enter into and be bound by these Terms. If you are entering into these Terms on behalf of an Entity, by accessing or using any part of the Platform or any Content, or by clicking “I agree” to these Terms, you represent and warrant that you have authority to bind that Entity to these Terms. If you do not have such authority, or You do not agree to be bound by these Terms, do not access or use any part of the Platform or any Content.
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE BACKCOUNTRY EXPEDITIONS AND THE RIGHT TO SEEK RELIEF IN A COURT OF LAW. SECTION 6 OF THESE TERMS CONTAINS PROVISIONS THAT LIMIT YOUR ABILITY TO SUE BACKCOUNTRY EXPEDITIONS. SECTION 16 OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND BACKCOUNTRY EXPEDITIONS ARE RESOLVED. IN PARTICULAR, WITH LIMITED EXCEPTIONS, THE RELEASE IN SECTION 6 WILL PROHIBIT YOU AND ANYONE ACTING ON BEHALF OF YOU OR YOUR ESTATE FROM SUING BACKCOUNTRY EXPEDITIONS FOR ANY INJURY OR DAMAGE RELATED TO YOUR RIDING OR USE OF OR RELIANCE UPON THE CONTENT AND THE ARBITRATION AGREEMENT IN SECTION 16 WILL REQUIRE DISPUTES BETWEEN YOU AND BACKCOUNTRY EXPEDITIONS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTIONS 6 AND 16 FOR MORE INFORMATION.
1. DEFINITIONS. Capitalized terms used herein have the definitions given in these Terms. Terms not defined herein have their plain English meaning, as commonly interpreted in the United States.
2. TERM. These Terms are entered into and effective as of the earlier of the date You first access or use the Platform or any Content or click “I agree” to these Terms and will continue until terminated as set forth herein.
3. MODIFICATIONS. Backcountry Expeditions reserves the right, at any time, to modify the Platform or any Content, as well as these Terms, whether by making those modifications available on the Platform or by providing notice to You as specified in these Terms. Any modifications will be effective upon posting to the Platform or delivery of such other notice. You may cease using or accessing the Platform or Content or terminate these Terms at any time if You do not agree to any modification and Backcountry Expeditions will refund You the pro-rata portion of any pre-paid Fees applicable to the period following termination. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Platform or Content following such notice.
4. ELIGIBILITY. The Platform and Content is intended for use by individuals 18 years of age and older. By accessing or using the Platform or any Content, You represent and warrant that You are at least 18 years of age.
5. ACCESS TO THE PLATFORM AND CONTENT. Subject to Your compliance with these Terms, Backcountry Expeditions will permit You to access and use the Platform and Content solely for personal, non-commercial, purposes and only in accordance with these Terms. Before accessing certain portions of the Platform, You may be required to establish an account on the Platform (an “Account”). Approval of any request to establish an Account will be at the sole discretion of Backcountry Expeditions. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. You are prohibited from distributing or transferring Your Account ID or providing a third party with access Your Account. You are solely responsible for all use of the Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Backcountry Expeditions immediately if Your Account ID is lost, stolen, or otherwise compromised. Any transactions completed through Your Account will be deemed to have been lawfully completed by You.
6. RELEASE AND ASSUMPTION OF RISK.
6.1 Acknowledge the Risks You are Taking. You acknowledge and agree that any type of motorcycling or off-road adventuring, and adventure motorcycle touring in particular (collectively “Riding”), involves significant inherent and other risks, hazards and dangers, including those unknown and unanticipated (hereinafter referred to collectively as “Risks”) that cannot be eliminated and that can result in physical or emotional injury, paralysis, death, damage to Your person or property, and/or other loss to You and others. YOU THEREFORE ASSUME AND ACCEPT FULL RESPONSIBILITY FOR ALL RISKS, BOTH KNOWN AND UNKNOWN ASSOCIATED WITH GOING RIDING OR USING OR RELYING UPON ANY CONTENT, INCLUDING ANY AND ALL PHYSICAL OR EMOTIONAL INJURY, PARALYSIS, DEATH, DAMAGE TO YOUR PERSON OR PROPERTY, AND/OR OTHER LOSS YOU OR ANY OTHER PERSON MAY SUFFER.
6.2 Ride Safely. Backcountry Expeditions is only willing to provide you access to the Platform and Content if You agree to ride safely. This means that when You go Riding, You agree to always: (a) wear a fastened helmet, back (spine) protector, gloves, goggles or visor, knee and elbow pads, long pants, long sleeve shirt or jacket, and riding boots; (b) operate any motorcycle in a manner that ensures you are in full control of the machine; (c) not consume drugs or alcohol before or during Your Riding experience; (d) obey all posted signs and not ride faster than posted speed limits; (e) ride at your current skill level and not push your limits; (f) ideally, ride with a partner when possible; if you do ride alone, let someone know where You are going and when You plan to return so they can be looking out for You; and (g) bring a charged cell phone or other means of contacting emergency services, suitable clothing, maps, and bottled water.
6.3 Release Backcountry Expeditions. ON BEHALF OF YOURSELF, YOUR SPOUSE, CHILDREN, PARENTS, HEIRS, ASSIGNS, PERSONAL REPRESENTATIVE, AND ESTATE, YOU HEREBY FOREVER WAIVE, RELEASE, RELINQUISH, HOLD HARMLESS, AGREE NOT TO SUE, AND DISCHARGE BACKCOUNTRY EXPEDITIONS AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS, CONTRACTORS, REPRESENTATIVES, ATTORNEYS, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, DESIGNEES, AND LICENSEES (HEREINAFTER REFERRED TO COLLECTIVELY AS “RELATED PARTIES”) FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, SUITS, CAUSES OF ACTION, AND/OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) OF ANY AND ALL KIND WHATSOEVER (HEREINAFTER REFERRED TO COLLECTIVELY AS “CLAIM” OR “CLAIMS”) FOR ANY INJURY, DAMAGE, LOSS, ILLNESS, DISABILITY, DEATH AND/OR OTHER LOSS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE YOUR RIDING OR YOUR USE OF OR RELIANCE UPON THE CONTENT. This release includes Claims resulting from Backcountry Expeditions’ (or the Related Parties’) negligence but not its (or their) gross negligence or willful, wanton or criminal misconduct. This release includes Claims for personal injury, emotional injury, damage to property, and wrongful death, including but not limited to Claims related to emergency or medical response, assessment or treatment, property damage, loss of consortium, breach of contract, or any other Claim.
6.4 Know that You are Responsible for Your Medical Expenses. You understand, acknowledge and agree that should You suffer any injury, disability, damage, illness death and/or other loss arising out of or in any way connected with Your Riding or Your use of or reliance upon the Content, You are solely and exclusively responsible and liable for any and all medical expenses incurred, and no coverage or insurance shall be provided under any policy of insurance held by Backcountry Expeditions or the Related Parties.
7. PAYMENT. You shall pay Backcountry Expeditions all fees You have agreed to in connection with these Terms and Your access to and use of the Platform or Content (“Fees”). All Fees will be as agreed upon when You enter into these Terms. All recurring Fees will be due and payable by You in advance of the initial period and each applicable renewal period under these Terms unless other payment terms have been extended by Backcountry Expeditions. All other Fees will be due and payable as indicated by Backcountry Expeditions. If You have specified a credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under these Terms, You grant Backcountry Expeditions the right to charge the applicable payment mechanism You provided to Backcountry Expeditions for all Fees incurred under these Terms. Unless otherwise expressly approved by Backcountry Expeditions, all Fees will be non-refundable once paid to Backcountry Expeditions (including upon any termination, expiration, or suspension of these Terms). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If Backcountry Expeditions requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on any services or Content provided under these Terms.
8. TERMINATION. These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights and subscriptions granted to You under these Terms will terminate; (2) You will immediately cease all use of and access to the Platform and all Content; and (3) Backcountry Expeditions may, in its sole discretion, delete Your Account at any time. Sections 1 (Definitions), 6 (Release and Assumption of Risk), 7 (Payment), 8 (Termination), 10 (Backcountry Expeditions’ Materials), 11 (Ownership), 12 (Representations and Warranties), 13 (Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Disputes), 17 (Notices), and 18 (Additional Terms) will survive any expiration or termination of these Terms.
9. SUSPENSION. Without limiting Backcountry Expeditions’ right to terminate these Terms, Backcountry Expeditions may also suspend Your access to Your Account and the Platform, with or without notice to You, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by Backcountry Expeditions to be inappropriate or detrimental to Backcountry Expeditions, the Platform, or any other Backcountry Expeditions product, customer, or user.
10. BACKCOUNTRY EXPEDITIONS’ MATERIALS. The Platform, Content, and the databases, software, hardware, and other technology used by or on behalf of Backcountry Expeditions to operate the Platform and provide the Content, including the structure, organization, and underlying data, information, and software code thereof (collectively, the “BE Materials”), constitute Backcountry Expeditions’ valuable IPR. You will not, and will not permit any third party to: (1) access or attempt to access the BE Materials except as expressly provided in these Terms; (2) use automated scripts to collect information from or otherwise interact with any BE Materials; (3) alter, modify, reproduce, or create derivative works of any BE Materials; (4) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use any BE Materials or otherwise make any BE Materials available to any third party; (5) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of any BE Materials; (6) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the BE Materials; or (8) download, capture, extract, or otherwise remove any Content from the Platform, unless specifically authorized in writing by Backcountry Expeditions.
11. OWNERSHIP. Backcountry Expeditions retains all rights, title, and interest, including all IPR, in and to the BE Materials and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the BE Materials and You are not granted any right or license to use the BE Materials itself, apart from Your ability to access and use the Platform and Content under these Terms. The Backcountry Expeditions name, logo, and all product and service names associated with the Platform or Content are trademarks of Backcountry Expeditions and its licensors and You are granted no right or license to use them. For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
12. REPRESENTATIONS AND WARRANTIES. You represent and warrant to Backcountry Expeditions that: (a) You have the legal right and authority to enter into these Terms; (b) these Terms forms a binding legal obligation on Your behalf; (c) You have the legal right and authority to perform Your obligations under these Terms and to grant the rights and licenses described in these Terms; and (d) Your use of and access to the Platform and Content will comply with all applicable laws, rules, and regulations and will not cause Backcountry Expeditions itself to violate any applicable laws, rules, or regulations.
13. DISCLAIMERS. THE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” ALL CONTENT IS PROVIDED FOR YOUR INFORMATIONAL PURPOSES ONLY AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY, COMPLETENESS, AND APPLICABILITY OF ALL CONTENT PRIOR TO MAKING USE OF OR RELYING UPON THAT CONTENT. BACKCOUNTRY EXPEDITIONS SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON ANY CONTENT. ANY RELIANCE UPON THE CONTENT IS AT YOUR SOLE RISK. BACKCOUNTRY EXPEDITIONS AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE BE MATERIALS (INCLUDING THE PLATFORM AND CONTENT) AND THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BACKCOUNTRY EXPEDITIONS, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE PLATFORM, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).
14. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Backcountry Expeditions and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, the costs of enforcing any right to indemnification under these Terms, the cost of pursuing any insurance providers, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties, including any claim related to Your negligence or the ordinary negligence of Backcountry Expeditions, arising in any manner from: (1) Your access to the Platform or use of or reliance upon the Content; (2) Your Riding; and (3) Your breach of these Terms. Backcountry Expeditions will provide You with notice of any such claim or allegation, and Backcountry Expeditions will have the right to participate in the defense of any such claim at its expense.
15. LIMITATION ON LIABILITY. BACKCOUNTRY EXPEDITIONS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE BE MATERIALS (INCLUDING THE PLATFORM OR CONTENT), EVEN IF BACKCOUNTRY EXPEDITIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. BACKCOUNTRY EXPEDITIONS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND BACKCOUNTRY EXPEDITIONS’ PROVISION OF THE BE MATERIALS (INCLUDING THE PLATFORM AND ALL CONTENT), WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO BACKCOUNTRY EXPEDITIONS FOR USE OF OR ACCESS TO THE PLATFORM IN THE PRECEDING 6 MONTHS, AND (2) $1,000. YOU AGREE THAT BACKCOUNTRY EXPEDITIONS WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, BACKCOUNTRY EXPEDITIONS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16.1 Agreement to Arbitrate. Except as otherwise provided in Section 16.2, the parties and their successors and assigns will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms, Your Riding, or Your use of or reliance upon the Content (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 16.2, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Backcountry Expeditions in Denver, Colorado, U.S.A. The arbitrator will apply the law set forth in Section 16.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
16.2 Exception to Arbitration. You agree that if Backcountry Expeditions reasonably believes You have, in any manner, violated or threatened to infringe Backcountry Expeditions’ IPR, then Backcountry Expeditions may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in Denver, Colorado.
16.3 Governing Law and Venue. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado (U.S.A.) as such laws apply to contracts between Colorado residents performed entirely within Colorado, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to Section 16.1, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a state or federal court in Denver, Colorado (U.S.A.), and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Backcountry Expeditions.
17. NOTICES. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Backcountry Expeditions by postal mail to the address for Backcountry Expeditions listed on the Platform and Backcountry Expeditions’ website. Backcountry Expeditions may provide You with any notices required or allowed under these Terms by sending You an e-mail to any e-mail address You provide to Backcountry Expeditions in connection with Your Account, provided that in the case of any notice applicable both to You and other users of the Platform, Backcountry Expeditions may instead provide such notice by posting on the Platform. Notices provided to Backcountry Expeditions will be deemed given when actually received by Backcountry Expeditions. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
18. ADDITIONAL TERMS. Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by Backcountry Expeditions under these Terms must be in writing or later acknowledged by Backcountry Expeditions in writing. Any waiver or failure by Backcountry Expeditions to enforce any provision of these Terms on one occasion will not be deemed a waiver by Backcountry Expeditions of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either these Terms or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Backcountry Expeditions’ prior written approval. Any assignment in violation of the foregoing will be null and void. Backcountry Expeditions may assign these Terms to any party that assumes Backcountry Expeditions’ obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform may contain links to third-party sites that are not under the control of Backcountry Expeditions. Backcountry Expeditions is not responsible for any content on any linked site and You access any third-party site from the Platform at Your own risk.