Legal

Breezeworks Corporation Terms of Service

THESE TERMS AND CONDITIONS (THE TERMS) ARE A LEGAL CONTRACT BETWEEN YOU AND BREEZEWORKS CORPORATION (“COMPANY”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL WWW.BREEZEWORKS.COM AS WELL AS ALL ASSOCIATED SITES LINKED TO WWW.BREEZEWORKS.COM BY BREEZEWORKS CORPORATION, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE ALL SERVICES THAT BREEZEWORKS CORPORATION PROVIDES TO YOU AND ANY SOFTWARE THAT ALLOWS YOU TO ACCESS THE SERVICES FROM A MOBILE DEVICE (A “MOBILE APPLICATION”). BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR VIA MOBILE APPLICATION OR ANY INFORMATION CONTAINED ON THIS SITE.

Changes

The Company may make changes to the content and Services offered on the Site at any time. Company can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and by notifying its users of the changes in terms. By using this Site after Company has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

Eligibility

By using the Site, you represent that you are 18 years of age or older, or if you are between the ages of 13 and 18, that you are using the Site with the permission of your parent or legal guardian, or that you are an emancipated minor between the ages of 13 and 18. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to these Terms and to fully indemnify and hold harmless Company if your child breaches or disaffirms any term or condition of these Terms. If you are using this Site on behalf of a company, you represent that you are authorized to legally bind the company to these Terms.

If Company believes that you do not meet any of these requirements Company may immediately terminate your use of the Site.

If you have violated these Terms, you are not eligible to use the Site.

If Company believes that you do not meet any of these requirements Company may immediately terminate your use of the Site.

If you have violated these Terms, you are not eligible to use the Site.

General Use

Company provides content through the Site and through the Services that is copyrighted and/or trademarked work of Company or Company’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content. Subject to the terms and conditions of these Terms, and your compliance with these Terms, Company hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner. If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials and cease using the Site.

Mobile Applications

Company makes available Mobile Applications to access the Site via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. Company does not warrant that the Mobile Application will be compatible with your mobile device. Company hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that Company may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and Company and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that Company provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

  • You  acknowledge that these Terms are between you and Company only, and not with Apple, Inc. (“Apple”).
  • Your use of Company’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • Company, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
  • You agree that Company, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
  • You agree that Company, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of Company’s iOS App.  Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that Company provides to you designed for use on an Android-powered mobile device (an “Android App”):

  • You acknowledge that these Terms are between you and Company only, and not with Google, Inc. (“Google”).
  • Your use of Company’s Android App must comply with Google’s then-current Android Market Terms of Service.
  • Google is only a provider of the Android Market where you obtained the Android App.  Company, and not Google, are solely responsible for Company’s Android App and the Services and Content available thereon.  Google has no obligation or liability to you with respect to Company’s Android App or these Terms.
  • You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Company’s Android App.

Using the Site and the Services on the Site

You can simply view the Site and not use any Services on the Site. You need not register with Company to simply visit and view the Site. However, in order to access certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site, you must register with Company for an account and receive a password.

Password Restricted Areas of this Site

If you desire to register for an account with Company, you must submit the following information through the account registration page on the Site or Mobile Application: name, mobile number, business name, business address, and email address. To enable electronic payments, you must also provide home address, the last four digits of your social security number, bank account information and birth date. You will also have the ability to provide additional optional information, such as a photo of yourself, which is not required to register for an account but may be helpful to Company in providing you with more a more customized experience when using the Site or Services. Once you have submitted your account registration information, Company shall have the right to approve or reject the requested registration, at Company’s sole discretion.

You are responsible for maintaining the confidentiality of your Company password, and you are responsible for all activities that occur using your password. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify Company if your password on this Site is lost, stolen, if you are aware of any unauthorized use of your password on this Site or if you know of any other breach of security in relation to this Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting Company using the contact information at the end of these Terms requesting that we make the change.

If you register for a “beta account” or other pre-release version of the Site and/or the Services and Materials on the Site (“Beta Release”), you acknowledge and agree that the Beta Release may contain, in Company’ sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or Services that may be offered through the Site.  You acknowledge and agree that any “beta account” will automatically convert to a commercial release version account upon the launch date of the Site and its Services to the public (“Public Launch Date”). If you do not desire to continue using the Site or its Services after the Public Launch Date, you may contact Company to delete your account in accordance with the terms and conditions governing deletion of personal information set forth in Company’s Privacy Policy. While Company generally intends to distribute commercial release versions of the Site and the Services and Materials on the Site, Company reserves the right not to release later commercial release versions of any Beta Release.  Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by Company to be suitable for commercial use, and that it may contain errors affecting its proper operation.  BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. BREEZEWORKS CORPORATION SPECIFICALLY DISCLAIMS ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

Memberships

By registering for an account with Company, you become a “Member” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Membership”). Each Membership and the rights and privileges provided to a Member is personal and non-transferable. All sales and payments of Membership fees will be in US Dollars.

The fee that we will charge you for your Membership will be the price posted on the Site on the date that you register as a Member. Company reserves the right to change prices for Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

You may pay for your Membership fee only with credit and debit card payments (Visa, MasterCard, American Express, and Discover). We will charge your credit or debit card for your first Membership fee on the date that we process your order for your Membership (or if you sign-up for a Membership that includes a free-trial period, we will charge your credit or debit card for your first Membership fee upon the expiration date of the applicable free-trial period). Alternatively, we may charge your credit or debit card on the first business day of a calendar month. Once your credit or debit card is charged the first Membership fee (or if you sign-up for a Membership that includes a free-trial period, once we have processed your order for your Membership), you will receive a confirmation e-mail notifying you of your ability to access those Membership-only portions of, and Materials on, the Site.

IMPORTANT NOTICE: BREEZEWORKS CORPORATION WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON EACH MONTHLY ANNIVERSARY OF THAT DATE THAT BREEZEWORKS CORPORATION FIRST CHARGES YOUR CREDIT OR DEBIT CARD FOR THE FIRST MEMBERSHIP FEE AND, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, BREEZEWORKS CORPORATION WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE MONTHLY MEMBERSHIP FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR MEMBERSHIP FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). IF YOU SIGN UP FOR A MEMBERSHIP THAT INCLUDES A FREE-TRIAL PERIOD, UNLESS YOU HAVE CANCELLED YOUR MEMBERSHIP PRIOR TO THE EXPIRATION OF THE FREE-TRIAL PERIOD, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, BREEZEWORKS CORPORATION WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST MONTHLY MEMBERSHIP FEE UPON THE EXPIRATION OF THE FREE-TRIAL PERIOD AND EACH SUBSEQUENT MONTHLY MEMBERSHIP FEE ON THE MONTH ANNIVERSARY OF THE DATE OF THE FIRST BILLING. EACH MEMBERSHIP RENEWAL PERIOD IS FOR ONE MONTH.  YOU MAY CANCEL YOUR MEMBERSHIP AT ANY TIME BY CONTACTING BREEZEWORKS CORPORATION AT [email protected] BREEZEWORKS CORPORATION REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR MEMBERSHIP CANCELLATION REQUEST.  IF YOU CANCEL YOUR MEMBERSHIP, YOU WILL ENJOY YOUR MEMBERSHIP BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT MONTHLY MEMBERSHIP TERM FOR WHICH YOU HAVE PAID, AND YOUR MEMBERSHIP BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT MONTHLY MEMBERSHIP TERM.

You will be liable for paying any and all applicable sales and use taxes for the purchase of your Membership based on the mailing address that you provide when you register as a Member, and you authorize Company to charge your credit or debit card for any such applicable taxes

Purchases

If applicable, you agree to pay all fees or charges to your account based on Company’s fees, charges, and billing terms in effect as shown on the following page: . If you do not pay on time or if Company cannot charge your credit card, PayPal or other payment method for any reason, Company reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. You are expressly agreeing that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Electronic Communications

By using the Site and/or the Services provided on or through the Site, you consent to receiving electronic communications from Company. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services provided on or through the Site. These electronic communications are part of your relationship with Company. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Links to Third-Party Sites

This Site may be linked to other web sites that are not Company sites (collectively, “Third-Party Sites”). Certain areas of the Site may allow you to interact and/or conduct transactions with such Third-Party Sites, and, if applicable, allow you to configure your privacy settings in your Third-Party Site account to permit your activities on this Site to be shared with your contacts in your Third-Party Site account and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Web Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. Company is providing links to the Third-Party Sites to you as a convenience, and Company does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT BREEZEWORKS CORPORATION WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY WEB SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Company’s endorsement or recommendation.

Unauthorized Activities

When using this Site and/or the services, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Site.
  • Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. Company reserves the right to terminate access to your account, your ability to post to this Site (or use the Services) with or without cause and with or without notice, for any reason or no reason, or for any action that Company determines is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

You agree to indemnify and hold Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Proprietary Rights

Company is a trademark of Company in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company, Copyright ©2012 BREEZEWORKS CORPORATION.  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

The Mobile Application software that is provided to you through the Site and Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Intellectual Property Infringement

Company respects the intellectual property rights of others, and we ask you to do the same. Company may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Company’s designated agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Company to locate the material.
  • Information reasonably sufficient to permit Company to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Company’s agent for notice of claims of copyright or trademark infringement on this Site can be reached at [email protected]

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Company designated agent that includes all of the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Company may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

Company reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

Disclaimer of Warranties

YYour use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by Company, and they may include inaccuracies or typographical or other errors. Company does not warrant the accuracy of timeliness of the Materials contained on this Site. Company has no liability for any errors or omissions in the Materials, whether provided by Company, our licensors or suppliers or other users. COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Limitation of Liability

BREEZEWORKS CORPORATION SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

Local Laws; Export Control

Company controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

General

Company prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Company, may result in immediate termination of your access to this Site without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Any disputes relating to these Terms or this Site will be heard in the courts located in Delaware County in the State of Delaware. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact Us

If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at [email protected]

Breezeworks Corporation Payments Terms of Service

These Terms of Service are a legal agreement (this “Agreement”) between you (“User,” “you” or “your”) and Breezeworks Corporation. (“Breezeworks,” “we,” “our” or “us”). As used in this Agreement, “Service” refers to Breezeworks’ payment processing services as provided by our third-party partners (“Partners”), as well as our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Breezeworks. To use the Service, you must agree to all the terms of this Agreement.

This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.breezeworks.com (the “Website”).

Vendor Relationship with Breezeworks

Breezeworks, through its Partners, provides hosting and processing services to Users (“Vendors”) to facilitate receipt of payments by payment and bank transfer. These transactions are between Vendors and persons who pay them (“Purchasers”).

Vendors must register with Breezeworks. To register, a User provides information, including your legal name, email address, a self-selected password, and other personal information in order to create an account (“Account”). You must provide accurate and complete information in response to our questions. You must complete this and other processes to access funds that you accept through the Service.

If we cannot verify that this information is complete and accurate, we may deny your use of our Service, or close your Account. We reserve the right to suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Breezeworks will ask Vendors for additional information, including street address, telephone number, tax identification number (such as Social Security Number or Employer Identification Number), and date of birth. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver’s license or a business license). You authorize Breezeworks, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through third party databases). You specifically authorize Breezeworks to request a consumer report that contains your name and address. Breezeworks may also ask for permission to inspect your business location. If you refuse any of these requests, your Account may be suspended or terminated.

You must keep the information that you provide up-to-date. You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.

Breezeworks allows individuals, businesses, and non-profit organizations to register for Breezeworks. You must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. You must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business.

You must use must use your or your business’ true and accurate name when signing up for an Account. Ideally, the name you choose will be a reasonably descriptive name that clearly identifies you or your business. This name will appear on the Buyer’s credit or debit card, or bank account statement for all payments you accept using the Service.

Each Account must be linked to a verified U.S. bank account.

Purchaser Relationship with Breezeworks

Purchasers may register with Breezeworks. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement.

Compatible Mobile Devices and Third Party Carriers

Your Account permits you to accept payment Card transactions on compatible mobile devices. Devices modified contrary to the manufacturer’s software of hardware guidelines, including but not limited to those with disabled hardware or software controls — sometimes referred to as “jail broken” — are not compatible mobile devices. You acknowledge that the use of a modified device to use the Service is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your Account. Breezeworks does not warrant that the Services will be compatible with your mobile device or third party carrier.

Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Limitations on Breezeworks’s Responsibility

Breezeworks makes no representations or guarantees regarding Vendors or Purchasers utilizing our Service. Use of our Service in no way represents any endorsement by Breezeworks of a User’s existence, legitimacy, ability, policies, practices, or beliefs. Breezeworks does not have control of, or liability for, goods or services that are paid for with the Service.

A charitable organization may use Breezeworks to accept payments as a Vendor. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Breezeworks specifically disclaims any liability in this regard.

Our Fees

Breezeworks charges fees to Vendors using the Service. Breezeworks withholds these fees from payments received by the Vendor. Vendors agree to pay the applicable fees for use of the Services.

Breezeworks also charges fees for exceptions processing, such as when a Vendor receives a chargeback. These fees are debited from the Balance in the Vendor’s Account or go from the Vendor’s bank account. The Vendor agrees to pay the fees posted by Breezeworks from time to time (the “Fees”)

Vendors may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a “Service Fee”. Vendors may only do this in compliance with the “Operating Rules,” defined following. “Operating Rules” refer to the regulations and processes established and defined by MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies (“Card Networks”). The Operating Rules address transaction processing between the cardholder, merchant, acquiring bank, and financial institution.

Subject to the terms of this Agreement, we reserve the right to change our Fees. By continuing to use the Service, you consent to the change in Fees. To withdraw your consent, you must close your Account.

E-Sign Disclosure and Consent

Electronic Delivery

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Breezeworks Account and your use of the Service. Communications include but are not limited to:

  1. agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
  2. annual disclosures;
  3. transaction receipts or confirmations;
  4. Account statements and history; and
  5. federal and state tax statements.

We will provide these Communications to you by emailing them to you at the primary email address listed in your Breezeworks Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  1. a computer with an Internet connection;
  2. a modern web browser that includes 128-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/ie), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
  3. Adobe Acrobat Reader version 8.0 and above to open documents in PDF format;
  4. a valid email address (your primary email address registered with Breezeworks); and
  5. sufficient storage space to save past Communications or an installed printer to print them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Breezeworks Account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at “Breezeworks, Inc., 625 Second St, Suite 280, San Francisco CA 94107.” If you withdraw your consent to receive Communications electronically, Breezeworks may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.

Requesting Paper Copies of Electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Breezeworks Account. You understand and agree that Breezeworks may charge you an exceptions fee for each paper copy of a Communication. Breezeworks will not charge a fee if you request a Form 1099-K in paper form.

Updating Your Contact Information

It is your responsibility to keep your primary email address up to date. You understand and agree that if Breezeworks sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Breezeworks will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Breezeworks to your email address book so that you will be able to receive the Communications we send to you.

You can update your primary email address or street address at any time by contacting Customer Support. If your email address becomes invalid such that electronic Communications sent to you by Breezeworks are returned, Breezeworks may close your account, and you will not be able to transact any activity using your Breezeworks Account until we receive a valid, functioning primary email address from you.

Unauthorized, Restricted, or Illegal Use

By registering for Breezeworks as a Vendor, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services:

  • Adult or adult-related content and/or services, including escort services, adult massage, or other adult-entertainment services
  • Airlines
  • Alimony, child support, or other court-ordered payments
  • Collection agencies, or payment for a dishonored check or for an item deemed uncollectible by another merchant
  • Cruise lines
  • Credit counseling or credit repair agencies
  • Credit protection or identity theft protection services
  • Debt elimination, consolidation, or reduction services
  • Direct marketing of subscription offers
  • Distressed Property Sales and Marketing
  • Drugs or drug paraphernalia, or items that may represent them
  • Gambling or betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races
  • Goods or services that represent a violation of any law
  • Inbound or outbound telemarketing businesses
  • Multi-level marketing businesses, pyramid, or Ponzi schemes
  • Pharmaceuticals, internet pharmacies, or pharmacy referral businesses
  • Rebate or upsell programs
  • Sales for payment that resulted from another commercial entity providing goods or services to the cardholder
  • Scrip-dispensing terminal
  • Timeshare resales and related marketing
  • Tobacco, cigarettes, or e-cigarettes

In addition, you may not use the Service for:

  • Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
  • Collecting, or attempting to collect, personal information about Users or third parties without their consent, or using such information except as necessary to use the Service;
  • Sending unsolicited offers, advertisements, proposals, or junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
  • Accepting payments for goods or services provided by someone other than you;
  • Providing yourself or others with a cash advance from a credit card;
  • Any illegal purpose, or violating any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation, and data collection and privacy;
  • Defaming, harassing, abusing, threatening, or defrauding others;
  • Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
  • Damaging, disabling, overburdening, or impairing Breezeworks, including without limitation, using the Service in an automated manner;
  • Interfering with another User’s enjoyment of the Service, by any means, including by uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
  • Competing with Breezeworks or its Partners;
  • Sending or receiving what Breezeworks considers to be funds for something that may have resulted from fraud or other illegal behavior;
  • Abusing the payment card system or violating the Operating Rules, in the reasonable opinion of the Networks or Breezeworks;
  • Transferring funds between bank accounts held in the same name;
  • Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. Breezeworks may use evidence other than your Account information to determine whether you control an Account in someone else’s name, including but not limited to Internet Protocol addresses, geographic coordinates, common business names, common bank account numbers, phone numbers, and mailing addresses.

We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement or any other Breezeworks agreement, or that it exposes you, other Vendors, our processors or Breezeworks to harm. Harm includes fraud and other criminal acts. If Breezeworks determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen or seized.

In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Breezeworks Services, and any of your transactions with law enforcement.

Breezeworks-provided hardware products are for your use with the Service, and you may not act as a hardware product reseller.

Our Role and Your Responsibilities

Breezeworks facilitates payments, including Card-based payments, for Vendors. Breezeworks is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury.

As a PSP, Breezeworks facilitates payments between Vendors and their Purchasers. This means that we collect, analyze and relay information generated in connection with these payments.

In order to serve in this role, Breezeworks must enter into agreements with the Partners, Networks, processors and banks. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

Furthermore, you must abide by the Operating Rules. You agree to fully comply with any and all programs or requirements that may be published and/or mandated by the Networks.

Notwithstanding Breezeworks’ assistance in understanding the Operating Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Rules available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com).

Operating Rules currently prohibit you from dispensing cash on any Card transaction. The Rules also restrict your ability to assess a surcharge or split a single transaction into multiple transactions except in certain limited situations.

Your Payment Authorization

You authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize Breezeworks to debit or credit any payment card or other payment method we accept.

You authorize Breezeworks to initiate electronic Automated Clearinghouse (“ACH”) entries to each bank account for which you input routing number and account number, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the Operating Rules of the National Automated Clearing House Association, a governing organization for financial transactions in the United States (“NACHA”), and you agree that all ACH transactions that you initiate will comply with all applicable law. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support in accordance with instructions on our Website or by closing your Account. You understand that Breezeworks requires a reasonable time to act on your revocation, not to exceed five (5) business days.

Accepted Forms of Payment

Breezeworks supports most domestic credit, debit, prepaid or gift cards (“Cards”) with a Visa, MasterCard, American Express or Discover logo. In addition, Breezeworks supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer.

You understand that there may be times when the Purchaser may not be the authorized user of the Card or that such Purchaser may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.

Breezeworks also supports payments via Check21 and ACH from U.S.-based Purchasers with a U.S. bank account. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

Underwriting and Sharing Information

Breezeworks will review the information that you submit in connection with your request to sign up for the Services. We may share some or all of the information you provide with our processor and other partners. At any time, Breezeworks, its processor or its other partners may conclude that you will not be permitted to use Breezeworks.

You authorize Breezeworks to request identity verifying information about you, including a consumer report that contains your name and address. You further agree that Breezeworks may periodically obtain additional reports to determine whether you continue to meet the requirements for an Account.

You agree that Breezeworks is permitted to contact and share information about you and your Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Breezeworks’ risk management process.

Payout Schedule

Breezeworks will transfer funds from a Breezeworks Account to the Vendor’s bank account according to the schedule Breezeworks selects. Vendors may request ad-hoc settlement at anytime.


Settlements from a Breezeworks Account to a bank account may be limited or delayed based on your perceived risk and history with Breezeworks. If you would like to request an increase to this limit, please contact Breezeworks Support. Upon receiving this request, Breezeworks will conduct a review of your account. Breezeworks will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Should Breezeworks need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Furthermore, if Breezeworks suspects future chargebacks or disputes as a result of transactions to your Account, Breezeworks may defer payout and/or restrict access to your funds until Breezeworks reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed.

All settlements to Vendors are subject to review for risk and compliance purposes and can be delayed or postponed at Breezeworks’s sole discretion.

Reserve

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in a Breezeworks Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Breezeworks, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Breezeworks’ favor, or otherwise as Breezeworks or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other Breezeworks Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Breezeworks Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

Account Balances

You are not required to hold a monetary balance in your Breezeworks Account in order to use the Service. When you have a positive balance, your funds will be co-mingled and held by us with other Vendors’ funds in one or more pooled accounts at one or more FDIC-insured banks for the benefit of you and other Users holding balances. Amounts held in the pooled account are eligible for FDIC pass-through insurance, meaning that your balance may be insured up to the FDIC maximum, which is currently $250,000. We have sole discretion over the establishment and maintenance of any pooled account.

We will hold funds associated with your Breezeworks Account separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.

If the balance in your Breezeworks Account is negative for an extended period of time (as defined by Breezeworks in its sole discretion), Breezeworks may close your Account and pursue legal action or other collection efforts.

Cardholder Data Security

“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and card security code (“CSC”) data such as CVV1, CVC1, CVV2, CVC2).

If you handle, transmit, or store any Cardholder Data in connection with your use of the Breezeworks Service, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Rules, or when asked by Breezeworks to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data except for the transaction for which it was given.

Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. Breezeworks is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.


Breezeworks may have tax reporting responsibilities in connection with the Service. For example, Breezeworks or its Partners will report to the Internal Revenue Service (“IRS”) on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

Customer Service Provided by Vendors

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Breezeworks. As between you and us, we are solely responsible for customer service issues relating to a Breezeworks Account, payment card processing, debiting or crediting.

Refunds and Returns Provided by Vendors

You agree to process returns of, and provide refunds and adjustments for goods or services through your Breezeworks Account in accordance with this Agreement and the Operating Rules. The Operating Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.

Vendor’s Liability for Chargebacks

The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Rules.

How Breezeworks Handles Chargebacks

You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by our processor or the Networks. If you do not have sufficient funds in your Breezeworks Account, we will have the remedies set forth in “Our Set-off and Collection Rights” below. If you have pending chargebacks, we may delay payouts from your Breezeworks account.

Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.


If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Breezeworks Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser’s financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Association or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

Our Set-off and Collection Rights

To the extent permitted by law, we may set off any obligation you owe us under this Agreement (including chargebacks) against the balance in your Account or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from the balance in your Breezeworks Account. If you do not have sufficient funds in your Breezeworks Account, we may collect from any funding source associated with your Account, or from any other Breezeworks Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.

Dormant Accounts

If there is no activity in your Breezeworks Account (including access or payment transactions) for at least two years, consecutively, and you have a positive balance, we may notify you by sending an email to your registered email address and give you the option of keeping your Breezeworks Account open and maintaining the balance, withdrawing the balance, or requesting a check. If you do not respond to our notice within thirty days, we may automatically close your Breezeworks Account and escheat your funds in accordance with applicable law, and if permitted, to Breezeworks.

Receipts and Account Reconciliation

When you receive a payment, we will update your Account. You should make archival copies of your Breezeworks account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your Breezeworks Account. If you believe that there is an error or unauthorized transaction activity associated with your Breezeworks Account, please contact Customer Support immediately.

When Purchaser is present at the time of the transaction and signs an Electronic Signature, you benefit from the Network Rules for card present transactions. You agree to request that Purchaser personally sign for all transactions when Purchaser is present. You must make a written receipt available to Purchasers for any transaction greater than $15.00. You may give Purchasers the option to receive or decline a written receipt. As a convenience, but not in lieu of a written receipt, you may also offer electronic receipts to Purchasers.

We will attempt to correct processing errors that we discover by debiting or crediting your Breezeworks Account. Breezeworks will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.

Privacy

Your privacy is very important to us. By accepting this agreement, you confirm that you have read, understood, and accepted our Privacy Policy.

Privacy of Others

By using the Services, you may receive information about Purchasers, Vendors, or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Purchaser, Vendor, or other third party.

User Content

When using the Service, Users may upload photos, input text, or publish or share other materials (“User Content”). You agree that you will not upload User Content to the Service unless you have created that content yourself, or you have permission from the owners of all intellectual property rights in your User Content to do so.

You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your User Content throughout the world in any media in order provide and promote the Service and Breezeworks’ business. You retain all rights to your User Content, subject to the rights granted to Breezeworks in this Agreement. You may modify or remove your User Content via your Breezeworks Account or by terminating your Breezeworks Account.

Breezeworks reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

Infringement by User Content

Breezeworks respects the intellectual property rights of others, and asks you to do the same. If you believe that User Content posted on the Service infringes copyright, trademark, or other intellectual property rights owned by you (or a person on whose behalf you are authorized to act), send Breezeworks an Infringement Notice containing the following:
A description of the intellectual property rights that you claim have been infringed;
The location on the Service, a screenshot, or other identification of the User Content that you claim is infringing;
A statement by you regarding your good faith belief that the disputed use is not authorized by the owner of the intellectual property rights, its agent, or the law; and
A statement by you, made under penalty of perjury, that the information in your Infringement Notice is accurate and that you are the owner of the intellectual property rights (or authorized to act on behalf of the owner of the intellectual property rights);
Your name, physical address, telephone number, and email address or Facebook account;
Your electronic or physical signature.

By submitting an Infringement Notice, you acknowledge and agree that (1) Breezeworks or its agent may forward the information you provide to the person who uploaded the allegedly infringing User Content, (2) Breezeworks may restrict or close the Breezeworks Account associated with the allegedly infringing User Content, which can have serious consequences, and (3) you agree to indemnify Breezeworks from and against all claims, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, which Breezeworks may incur in connection with the restriction of the Account or removal of the allegedly infringing User Content.

Please send your Notice of Infringement to:

Breezeworks, Inc.
Attn: Legal Department
333 Bryant Street
Suite 360
San Francisco, CA 94107

If you believe that your removed or disabled User Content is not infringing, or that you have the authorization or right to post and use that User Content from the owner of the intellectual property rights (or the owner’s agent) or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the Digital Millennium Copyright Act (17 USC § 512(g)(3)). Breezeworks will forward your counter-notification to the party who submitted the original Notice of Infringement. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled User Content within 10 business days of receiving the counter-notice from Breezeworks, then Breezeworks may, in its sole discretion, reinstate the removed or disabled User Content.

You agree to defend or settle any proceeding brought against Breezeworks to the extent that is based on a claim that any User Content you have uploaded to the Service infringes another party’s intellectual property rights. You shall pay your own legal fees as well as all damages and costs awarded therein against Breezeworks.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper uses. You acknowledge that you provide your personal information at your own risk.

Termination

If your Breezeworks Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Breezeworks shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion of your information or account data.

Your Right to Terminate

You may terminate this Agreement by closing your Breezeworks Account at any time. When you close your Breezeworks Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Breezeworks Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Breezeworks Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

Suspension or Termination by Us

We may terminate this Agreement or suspend or close your Breezeworks Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your Breezeworks Account (including the funds in your Breezeworks Account) if you (a) have violated the terms of this Agreement, any other agreement you have with Breezeworks, or Breezeworks’ policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

Effect of Termination

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

Your License

Breezeworks grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services to accept and receive payments and to manage the funds you so receive, in accordance with this Agreement. The Services include our website, any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto, and hardware products provided to you by Breezeworks. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time, when Breezeworks makes these updates available.

While we want you to enjoy the Services, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any Breezeworks system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Breezeworks referencing this Section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Breezeworks; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Services or any Breezeworks service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

Breezeworks’ Intellectual Property Rights

The Service is licensed and not sold. Breezeworks reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. Breezeworks owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to Breezeworks’ trademarks or service marks, nor may you remove, obscure, or alter any of Breezeworks’ trademarks or service marks included in the Service.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Breezeworks under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Breezeworks does not waive any rights to use similar or related ideas previously known to Breezeworks, or developed by its employees, or obtained from sources other than you.

Indemnity

You will indemnify, defend and hold us and our processors and Partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Rules; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.

Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

No Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BREEZEWORKS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, BREEZEWORKS, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

BREEZEWORKS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND BREEZEWORKS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BREEZEWORKS, ITS PROCESSORS, SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL BREEZEWORKS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR BREEZEWORKS ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BREEZEWORKS AND ITS PROCESSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL BREEZEWORKS, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BREEZEWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from facilities in the United States. Breezeworks makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

Third Party Products

All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. BREEZEWORKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL BREEZEWORKS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Breezeworks Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.

Binding Individual Arbitration

You and Breezeworks agree to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and Breezeworks, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, Breezeworks advertising, and any use of Breezeworks software or services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST BREEZEWORKS. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing will occur within the county or parish where you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Breezeworks may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Breezeworks subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by Breezeworks, unless the arbitrator requires otherwise. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement. If the value of the relief sought is $10,000 or less, at your request, Breezeworks will pay all filing, administration, and arbitrator fees associated with the arbitration. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Breezeworks will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse Breezeworks for all fees associated with the arbitration paid by Breezeworks on your behalf that you otherwise would be obligated to pay under the AAA’s rules. For purposes of this arbitration provision, references to you and Breezeworks also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the Service. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of Santa Clara, California, or federal court for the Northern District of California. Consumer customers have a right to appeal any decision to a panel of multiple arbitrators if the claim is above $100,000. This stated threshold is based on the amount of the claim, not the amount of the award.

Governing Law

This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our Website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Breezeworks without restriction.

Third Party Services and Links to Other Web Sites

You may be offered services, products and promotions provided by third parties and not by Breezeworks (“Third Party Services”). If you decide to use these third party services, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Breezeworks is not responsible for the performance of these services. The Services or the Website may contain links to third party websites. The inclusion of any website link does not imply any approval, endorsement, or recommendation by Breezeworks. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. Breezeworks expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Website, is subject to that website’s own rules and policies.

Other Provisions

Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Breezeworks, and they describe the entire liability of Breezeworks and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other Breezeworks agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that Breezeworks may have under trade secret, copyright, patent or other laws. Breezeworks’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

Breezeworks Corporation Privacy Policy

EFFECTIVE DATE: October 23, 2013

Breezeworks Corporation (“Company”) values your privacy. Breezeworks offers a mobile app for managing key workflow functions for onsite service vendors, such as scheduling, customer notification, and accepting payments. In this Privacy Policy (“Policy”), we describe how we collect, use, and disclose information that we obtain about visitors to our website https://www.breezeworks.com (the “Site”), users of our mobile application (“Application”), and the services available through our Site (collectively, the “Services”).

By visiting the Site, using or downloading the Application, or using any of our Services, you agree that your personal information will be handled as described in this Policy. Your use of our Site or Services, and any dispute over privacy, is subject to this Policy and our Terms of Service including its applicable limitations on damages and the resolution of disputes. These Terms of Service are incorporated by reference into this Policy.

What Information Do We Collect About You and Why?

We may collect information about you directly from you and from third parties, as well as automatically through your use of our Site or Services.

Information We Collect Directly From You

Certain areas and features of our Site, Application, and Services may require registration. To register you must provide your name, business name, address, email, and mobile number. To accept electronic payments (an optional feature), you must also provide your bank account, routing number, birthdate, home address and phone number, and last 4 digits of your social security number. We also may collect additional optional information from you, including your photo; however, you are not required to provide us with this information.

Information We Collect Automatically

We may automatically collect the following information about your use of our Site or Services through cookies, web beacons, and other technologies: your domain name; your browser type and operating system; web pages you view; links you click; your IP address; the length of time you visit our Site and or use our Services; and the referring URL, or the webpage that led you to our Site, and the following: access time, browser type, domain name, IP address, page views and referring URL.  We also may collect the following information about your use of the Application: mobile device ID; location and language information; device name and model; operating system type, name, and version; your activities within the Application; and the length of time that you are logged into our Application. We may combine this information with other information that we have collected about you, including, where applicable, your user name, name, and other personal information. Please see the section “What About Cookies and Other Tracking Mechanisms?” below for more information about our use of cookies and other tracking mechanisms.

How We Use Your Information

We use the information that we gather about you for the following purposes:

  • To provide our Services to you, to communicate with you about your use of our Services, to respond to your inquiries, to fulfill your orders, and for other customer service purposes.
  • To tailor the content and information that we may send or display to you, to offer location customization, and personalized help and instructions, and to otherwise personalize your experiences while using the Site or our Services.
  • For marketing and promotional purposes. For example, we may use your information, such as your email address, to send you news and newsletters, special offers, and promotions, or to otherwise contact you about products or information we think may interest you. We also may use the information that we learn about you to assist us in advertising our Services on third party websites.
  • To better understand how users access and use our Site and Services, both on an aggregated and individualized basis, in order to improve our Site and Services and respond to user desires and preferences, and for other research and analytical purposes.
  • To administer our customer loyalty program.

How We Share Your Information

We may share the information that we collect about you, including personally identifiable information, as follows:

  • Company Users. Your user name and any information that you post to our Site, including, without limitation, reviews, comments, and text may be available to, and searchable by, all users of the Site and Services.
  • Affiliates. We may disclose the information we collect from you to our affiliates or subsidiaries; however, if we do so, their use and disclosure of your personally identifiable information will be subject to this Policy.
  • Service Providers. We may disclose the information we collect from you to third party vendors, service providers, contractors or agents who perform functions on our behalf.
  • Business Transfers. If we are acquired by or merged with another company, if substantially all of our assets are transferred to another company, or as part of a bankruptcy proceeding, we may transfer the information we have collected from you to the other company.
  • In Response to Legal Process. We also may disclose the information we collect from you in order to comply with the law, a judicial proceeding, court order, or other legal process, such as in response to a court order or a subpoena.
  • To Protect Us and Others. We also may disclose the information we collect from you where we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person, violations of our Terms of Use or this Policy, or as evidence in litigation in which Company is involved.
  • Aggregate and Anonymized Information. We may share aggregate or anonymized information about users with third parties for marketing, advertising, research or similar purposes.

Our Use of Cookies and Other Tracking Mechanisms

We use cookies and other tracking mechanisms to track information about your use of our Site or Services. We may combine this information with other personal information we collect from you. Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your web browser for record-keeping purposes. Some cookies allow us to make it easier for you to navigate our Site and Services, while others are used to enable a faster log-in process or to allow us to track your activities at our Site and Service. There are two types of cookies: session and persistent cookies.

  • Session Cookies. Session cookies exist only during an online session. They disappear from your computer when you close your browser or turn off your computer. We use session cookies to allow our systems to uniquely identify you during a session or while you are logged into the Site. This allows us to process your online transactions and requests and verify your identity, after you have logged in, as you move through our Site.
  • Persistent Cookies. Persistent cookies remain on your computer after you have closed your browser or turned off your computer. We use persistent cookies to track aggregate and statistical information about user activity, and to display advertising both on our Site and on third-party sites.

Disabling Cookies

Most web browsers automatically accept cookies, but if you prefer, you can edit your browser options to block them in the future. The Help portion of the toolbar on most browsers will tell you how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. Visitors to our Site who disable cookies will be able to browse certain areas of the Site, but some features may not function.

Third Party Analytics and Tracking

We use automated devices and applications, such as Google Analytics, to evaluate usage of our Site and, to the extent permitted, our Application. We also may use other analytic means to evaluate our Application and Services. We use these tools to help us improve our Services, performance, and user experience. These entities may use cookies, device identifiers, and other tracking technologies to perform their services. We do not share your personal information with these third parties.

Third-Party Links

Our Site and Services may contain links to third-party websites. Any access to and use of such linked websites is not governed by this Policy, but instead is governed by the privacy policies of those third party websites. We are not responsible for the information practices of such third party websites.

Security of My Personal Information

We have implemented commercially reasonable precautions, including, where appropriate, password protection, encryption, SSL, firewalls, and internal restrictions on who may access data to protect the information we collect from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our best efforts, no data security measures can guarantee 100% security.

You should take steps to protect against unauthorized access to your password, smartphone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.

Access To My Personal Information

You may modify personal information that you have submitted by logging into your account and updating your profile information. Please note that copies of information that you have updated, modified or deleted may remain viewable in cached and archived pages of the Site or Application for a period of time.

What Choices Do I Have Regarding Use of My Personal Information?

We may send periodic promotional or informational emails to you. You may opt-out of such communications by following the opt-out instructions contained in the e-mail. Please note that it may take up to 10 business days for us to process opt-out requests. If you opt-out of receiving emails about recommendations or other information we think may interest you, we may still send you e-mails about your account or any Services you have requested or received from us.

Children Under 13

Our Services are not designed for children under 13. If we discover that a child under 13 has provided us with personal information, we will delete such information from our systems.

Contact Us

If you have questions about the privacy aspects of our Services or would like to make a complaint, please contact us at [email protected] .

Changes to this Policy

This Policy is current as of the Effective Date set forth above. We may change this Policy from time to time, so please be sure to check back periodically. We will post any changes to this Policy on our Site, at https://www.breezeworks.com/company/legal#privacy-policy If we make any changes to this Policy that materially affect our practices with regard to the personal information we have previously collected from you, we will endeavor to provide you with notice in advance of such change by highlighting the change on our Site or by giving you notice.