PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OR ACCESSING THE SERVICE, AS THEY CONSTITUTE A WRITTEN AGREEMENT BETWEEN YOU AND US AND THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.

FOR U.S. USERS, PLEASE NOTE THAT THESE TERMS OF USE REQUIRE THAT YOU ARBITRATE ANY DISPUTES YOU MAY HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Welcome to Breezy. These Terms of Use, together with any documents these Terms of Use incorporate by reference (collectively, the “Terms”) govern your access and use of the Breezy App (the “App”) and all related websites, platforms, and web-based services (the “Sites”) and your use of content, interactive features, plug-ins, applications, downloads and other services that we own and control and that post or link to these Terms (collectively with the App and the Sites, the “Service”), which are made available by Breezy Technologies, Inc. (referred to herein as “Breezy”, “we” or “us”).

By using the Service, you acknowledge and accept the Service’s Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy.  If you do not agree to these Terms, do not us the Service and, when presented with the option to “agree” or “disagree” to these Terms, click “disagree”.  If you are accessing and using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or a service or product offered via the Service (in each such instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Eligibility. The Service is offered and available to users who are at least eighteen (18) years of age and can form a legally binding contract under applicable law.

No Brokerage or Fiduciary Relationship.  Breezy is not a licensed real estate broker and does not provide brokerage, agency, or real estate advisory services. Use of the App does not create, and is not intended to create, any fiduciary relationship between Breezy and its users.

Content Ownership, Limited License, and Rights of Others.

Content.  The Service contains a variety of: (i) materials and other items relating to Breezy and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, reports, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code), (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Breezy, and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).  NO CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE, WHETHER FINANCIAL, LEGAL OR OTHERWISE.  BREEZY IS NOT RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES OR OTHER MATERIAL ON THE SERVICE.  BREEZY DOES NOT GUARANTEE OR WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY CONTENT OR THE USEFULNESS OF ANY PARTICULAR OUTCOME OR RESULT.

Ownership.  The Service (including past, present, and future versions) and the Content are owned or controlled by Breezy and our licensors and certain other third parties.  All right, title, and interest in and to the Content available via the Service is the property of Breezy or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.  Breezy owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

Limited License.  Subject to your strict compliance with these Terms and any Additional Terms, Breezy grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, or play such Content for your personal, non-commercial use only.  The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Breezy’s sole discretion, and without advance notice or liability.

Rights of Others.  In using the Service, you must respect the intellectual property and other rights of Breezy and others.  Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  Breezy respects the intellectual property rights of others.

User Content.

General.  Breezy may now or in the future offer users of the Service the opportunity to submit content, messages, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, ratings, reviews, data, questions, and suggestions (collectively, “User Content”).  Breezy may allow you to do this through forums, message boards, content creation tools, social communities, contact us tools, e-mail, and other communications functionality.  Subject to the license you grant in these Terms below, you retain ownership in your User Content and so you remain ultimately responsible for it (legally or otherwise).

Non-Confidentiality of Your User Content.  Except as otherwise described in the Privacy Policy or any Additional Terms, you agree that (i) your User Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (ii) Breezy does not assume any obligation of any kind to you or any third party with respect to your User Content.  Upon Breezy’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms.  You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk.  

Unsolicited Ideas and Materials.  In your communications with Breezy, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”).  Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User Content and licensed to us as set forth below.  In addition, Breezy retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials.  Breezy’s receipt of your Unsolicited Ideas and Materials is not an admission by Breezy of their novelty, priority, or originality, and it does not impair Breezy’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

License to Breezy of Your User Content.  Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you grant to Breezy the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  In order to further effect the rights and license that you grant to Breezy to your User Content, you also hereby grant to Breezy, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you.  To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.  You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4.D.

Exclusive Right to Manage Our Service.  Breezy may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and Breezy may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner.

Representations and Warranties Related to Your User Content.  Each time you submit any User Content, you represent and warrant that (i) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant Breezy the rights to it that you are granting by these Terms and any Additional Terms, all without any Breezy obligation to obtain consent of any third party and without creating any obligation or liability of Breezy, (ii) the User Content is accurate, (iii) the User Content does not and, as to Breezy’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party, and (iv) the User Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.

Enforcement.  Breezy has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at Breezy’s cost and expense, to which you hereby consent and irrevocably appoint Breezy as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

Additional Obligations of Real Estate Agents.  If you are a user who is a real estate agent, you are responsible for complying with all laws related to your use of the Service and Content as part of your profession, including adhering to real estate development ordinances, professional licensing requirements and other local, state or national laws in your jurisdiction.

Agent-Entered Client Data.  As a real estate agent, if you choose to use customer relationship management (CRM) tools offered by Breezy as part of the Service, you are responsible for lawfully entering, uploading, managing, and using client or customer information (e.g., name, contacting information, property interests).

Privacy Compliance and Consumer Protection.  As a real estate agent, if you send emails, telephone solicitations, or text messages or collect, store, or otherwise process personal data of clients or other individuals as part of using the Service, Breezy is acting as a data processor, and you are the data controller.  When engaged in such activities, you are responsible for complying with all applicable data privacy and consumer protection laws, including but not limited to providing adequate notices, obtaining necessary consents, and honoring opt-out or deletion requests as may be required by the U.S. CAN-SPAM Act, TCPA, Telemarketing Sales Rule, Do-Not-Call Rule, the EU’s GDPR or other consumer protection or privacy laws.

Recordings and Transcripts.  Without limiting any of your other obligations under these Terms or any Additional Terms, as a real estate agent, you acknowledge and agree that prior to activating any feature of the Service that records audio, video, or chat, and generates a transcript, summary, or any derivative record thereof (collectively, “Recording Features”), you, as the meeting organizer, must obtain all necessary consents, notices, or authorizations from any third parties required by applicable laws and regulations.  You agree to provide participants with clear advance notice prior to their participation in any such Recording Feature, obtain opt-in consent where required, and comply with any other local requirements.  Breezy disclaims any and all liability for your failure to obtain any such consents or otherwise comply with applicable law in connection with your use of the Recording Features.  Breezy is not responsible for monitoring your compliance with any legal or regulatory consent obligations in connection with your use of the Recording Features.  By enabling any Recording Features on the Service, you represent and warrant that you have fulfilled the requirements of this Section 5.C.

License to the App.

Limited License. Subject to your compliance with these Terms and any Additional Rules, Breezy grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download and install the App on your personal computers, mobile devices, tablets, wearable devices, and/or other devices, for your personal, non-commercial use only. Except as expressly provided in these Terms or any Additional Rules, you may not (i) copy, modify or create derivative works based on the App, (ii) distribute, transfer, sublicense, lease, lend, or rent the App to any third party, (iii) reverse engineer, decompile, or dissemble the App (unless otherwise permitted by applicable law), or (iv) make the functionality of the App available to multiple users through any means.

Terms Applicable for Apple iOS. If you are accessing or use the App through an Apple device or acquired the App from the Apple Store, the following additional terms and conditions are applicable to you and your use of the App: (i) you acknowledge that these Terms are entered into between you and Breezy and that Apple, Inc. (“Apple”) is not a party to these Terms other than as a third-party beneficiary as contemplated below, (ii) the license granted to you in Section 2 of these Terms is subject to the permitted Usage Rules set forth in the Apple Media Services Terms and Conditions and any third-party terms of agreement applicable to the Services, (iii) Breezy, and not Apple, is responsible for providing the App and Content thereof, (iv) Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the App, (v) in the event of any failure of the App to conform to any appliable warranty hereunder, you may notify Apple, and Apple will refund you the purchase price paid for the App and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, (vi) Apple is not responsible for addressing any claims you may have relating to the App, or your possession and/or use thereof, including, but not limited to (1) product liability claims, (2) any claim that the App fails to conform to any applicable legal or regulatory requirement, or (3) claims arising under consumer protection or similar legislation, (vii) Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the App, or your possession and/or use thereof, infringes the intellectual property rights of such third party, (viii) Apple, and Apple’s subsidiaries, are third-party beneficiaries to these Terms, and 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 a third-party beneficiary thereto, (ix) you represent and warrant that (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties, and (x) you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the App.

Service and Content Use Restrictions.  You agree to not do any of the following:

Submit, upload, transmit, publish, or post any User Content that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, (ii) contains any material that is defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit, (iii) promotes any illegal activity, or advocates, promotes, or assists any unlawful act, (iv) is false, fraudulent, deceptive, inaccurate, or misleading, or (v) threatens, abuses, or harms others, or includes any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap.

Engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, malicious, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Breezy.

Impersonate or misrepresent your identity or affiliation with any person or organization.

Reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service.

Use the Service or Content to train, manipulate, service or otherwise engage with machine learning or any other artificial intelligence algorithm.

Engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Breezy, or other users of the Service.

Interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the User Content.

Harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including e-mail addresses, without the express consent of such users).

Attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means.

Use the Service to distribute spam or other unsolicited messages.

Use any meta tags or any other “hidden text” utilizing any Breezy trademark, logo URL, or product name without Breezy’s prior written consent.

Monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind.

Frame or utilize framing techniques to enclose any Content (including any images, text, or page layout).

Remove any trademark, copyright, or other intellectual property notices contained in the Content or on the Service.

Use the Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands or in any form that would disparage the underlying source of the Content, including making any inaccurate or inappropriate representation relative to the Content or the source of the Content.

Copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Breezy or, in the case of Content from a licensor, the owner of the Content.

Insert any code or product to manipulate such Content in any way that adversely affects any user experience.

Use the Service in any manner not permitted by these Terms or any Additional Terms.

Breezy may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Breezy’s sole discretion, and without advance notice or liability.

These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service.  No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.  All rights not expressly granted to you are reserved by Breezy and its licensors and other third parties.  Any unauthorized use of any Content or the Service for any purpose is prohibited.

Terms Applicable to Purchases and/or Subscriptions.

Generally.  Prior to the purchase of any products or services, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card or otherwise use a valid gift card.  By submitting that information to us (or our third-party payment processor), you agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization.  For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order.  Breezy will automatically bill your credit card or other form of payment submitted as part of the order process for such price.  We may offer a number of pricing tiers, including special promotional plans or plans with differing conditions and limitations.  You can find specific details regarding your Subscription or pricing tier on your account page.  Some promotional subscriptions are offered by third parties in conjunction with the provision of their own products and services.  We are not responsible for the products and services provided by such third parties.  We reserve the right to modify, terminate or otherwise amend our offered subscription or pricing tiers.

Subscription Term and Termination.  Except in the event of a free trial offer or free tier pricing plan, if you purchase a subscription (“Subscription”) your Subscription will commence as of the date your payment for a Subscription is received by Breezy.  Your Subscription will continue in full force for the length of the term you specifically purchased until such time as you cancel the Subscription as further explained below (the “Subscription Term”).  You may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription Term.  YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION.  To cancel, you can send an email to go support@breezy.com.  You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription Term.  Breezy will have the right, upon written notice to you, to terminate these Terms, and suspend your access to your Subscription, if: (i) you fail to pay Breezy any amount due to Breezy under these Terms, and/or (ii) you materially breach any term or condition of these Terms.  Breezy shall have the right to terminate these Terms and suspend your access to your Subscription with or without cause, upon thirty (30) days’ written notice to you in which case you will no longer be charged for access to the Subscription.  Upon the expiration or termination of these Terms for any reason, your access to, and use of, your Subscription will terminate.

Free Trials/Promotional Offerings.  We may offer promotional trial Subscriptions to access certain products and services made available on the Service for free for a limited time or at special discounted prices.  If you sign up for a trial use, your rights to use such products and services are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable Additional Terms.  Please be aware that when you sign up for a free trial, you will be required to provide your credit card information and Breezy will confirm your credit card is valid.  When we process your credit card, some credit card companies may place a temporary hold on your account for your first payment.  Please contact your credit card company if you have questions.  Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

ONCE YOUR FREE TRIAL ENDS, WE (OR OUR THIRD PARTY PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL.  INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED ABOVE.  WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.

Auto-Renewal of Subscription.  If you purchase a Subscription, you will be charged a monthly Subscription fee, plus any applicable taxes, and other charges (the “Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee.  BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE BREEZY TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.  If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month after the commencement of your Subscription, using the payment information you have provided until you cancel your Subscription.  No less than thirty (30) days and no more than forty (40) days before your Subscription Term ends, or otherwise in accordance with applicable law, Breezy will send you a reminder with the then-current Subscription Fee.  By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Breezy.  Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

Methods of Payment, Credit Card Terms and Taxes.  All payments must be made through your Visa, Mastercard, or American Express card or Apple Pay.  Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder.  You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so.  YOU, AND NOT BREEZY, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY.  You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred.  Unless you notify Breezy of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes.  If Breezy does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Breezy or its agents.  Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products.  You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes.  Breezy shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

Refund Policy.  All purchase transactions made through the Service are subject to Breezy’s return policy in effect at the time of purchase.  Currently, Breezy’s refund policy is not to offer any refunds for any Subscriptions or products purchased through the Service, except in its sole and absolute discretion.

No Responsibility to Sell Mispriced Products or Services.  We do our best to describe every item, product or service offered on the Service as accurately as possible.  However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free.  In the event of any errors relating to the pricing or specifications of any item, product or service, Breezy shall have the right to refuse or cancel any orders in its sole discretion.  If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge.  Additional Terms may apply.

Modifications to Prices or Billing Terms.  The purchase of products and services on the Service is subject to availability.  PRODUCTS AND SERVICES DISPLAYED ON THE SERVICE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME.  BREEZY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICE OR BY E-MAIL TO YOU.

Accounts.  In order to access or use some (or potentially all) of the features on the Service, you must first register for an account through our registration process that we make available through the Service (“Account”).  The Service’s practices governing any resulting collection and use of your personal information are disclosed in the Privacy Policy.  If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration and you agree that you will provide us with accurate, complete, and current Account information and keep this information up to date.  To protect your Account, keep the Account details and passwords confidential, and notify us right away of any unauthorized use.  You are solely responsible for all activities that occur under your account, password, and username.

If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account.  We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

Procedure For Alleging Copyright Infringement.

DMCA Notice.  Breezy will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below.  If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

a subject line that says: “DMCA Copyright Infringement Notice”;

a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);

your full name, address, telephone number, and e-mail address;

a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

your electronic or physical signature.

Breezy will only respond to DMCA Notices that it receives by e-mail at the following address: support@breezy.com.

It is often difficult to determine if your copyright has been infringed.  Breezy may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Breezy may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work.  That person may elect to send us a DMCA Counter-Notification.

Without limiting Breezy’s other rights, Breezy may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by Breezy.

Counter-Notification.  If access on the Service to a work that you submitted to Breezy is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above.  Your DMCA Counter-Notification should contain the following information:

a legend or subject line that says: “DMCA Counter-Notification”;

a description 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 (please include the URL of the Service from which the material was removed or access to it disabled);

a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

your full name, address, telephone number, e-mail address, and the username of your account;

a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the United States, to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification.  However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service.  You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Notice.

Notices, Questions and Customer Service.

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the App, or in another reasonable manner, and (ii) we may contact you by mail or e-mail sent to the address provided by you.  You agree to promptly notify us if you change your e-mail or mailing address by updating your Account settings.  All legal notices to us must be sent to hello@breezy.com.

If you have a question regarding using the Service, you may contact Breezy Customer Support by sending an e-mail to support@breezy.com.  You acknowledge that the provision of customer support is at Breezy’s sole discretion and that we have no obligation to provide you with customer support of any kind.  We may provide you with customer support from time to time, at our sole discretion, provided that you have created an Account and that you submit your customer support inquiries using such Account.

Links By You to the Service.  We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (i) the links only incorporate text, and do not use any Breezy trademarks, (ii) the links and the content on your website do not suggest any affiliation with Breezy or cause any other confusion, and (iii) the links and the content on your website do not portray Breezy or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Breezy.  Breezy reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

Third-Party Sites; Advertisements; Dealings with Third Parties.

Third-Party Content and Sites; Advertisements.  The Service may contain third party integrations, links, or other access to third-party websites that are not owned, controlled or operated by Breezy, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Breezy.  Breezy may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and Breezy does not assume any obligation to review any Third-Party Sites.  Breezy does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items.  Furthermore, Breezy is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites.  Finally, Breezy will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites.  Breezy disclaims all liability in connection therewith.

Dealings with Third Parties.  Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like).  Breezy disclaims all liability in connection therewith.

Wireless and Location-Based Features.  The Service may offer certain features and services that are available to you via your wireless device.  These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless device (collectively, “Wireless Features”).  Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features.  Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance.  Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device.  You should check with your carrier to find out what plans are available and how much they cost.  Contact your carrier with questions regarding these issues.

Dispute Resolution.

Governing Law.  These Terms will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflicts of law provisions.

Disputes.  Except as otherwise set forth in these Terms, any dispute between the parties arising out of or relating to these Terms or the Service (or any part thereof) (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.

Informal Resolution.  Before resorting to formal dispute resolution in accordance with this Section 15, you agree to first contact Breezy directly by email at hello@breezy.com to seek an informal resolution to any Dispute.  In the event the Dispute is not resolved within sixty (60) days after submission, either party may institute arbitration proceedings in accordance with the procedures set forth in this Section 15.

Agreement to Arbitrate.  Except as otherwise expressly set forth in these Terms, if the parties cannot resolve a Dispute in the manner set forth in Section 15.C, then ANY AND ALL DISPUTES OF EVERY KIND, ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE OR TORT (INCLUDING FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE)), SHALL BE RESOLVED IN THE FOLLOWING MANNER:

Any Dispute (including with respect to the determination of scope of the applicability of this provision) shall be resolved by final, binding, and confidential arbitration conducted by JAMS, under its current Streamlined Arbitration Rules & Procedures found at https://www.jamsadr.com/adr-rules-procedures/ or by calling 1.800.352.5267 (the “Rules”).  The parties shall appoint a single arbitrator by mutual agreement; provided that, if the parties cannot agree on an arbitrator, the arbitrator(s) shall be selected according to the Rules.  The arbitrator shall be bound by the terms and conditions of these Terms and shall not extend, modify, or suspend any of the provisions of these Terms.  The seat of the arbitration shall be Los Angeles County, California, United States of America, unless otherwise mutually agreed by the parties in writing.  All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.  Any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.

Limited Time To File Claims.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE AGAINST BREEZY, THEN YOU MUST COMMENCE IT WITHIN ONE YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

Injunctive Relief.  The foregoing provisions of this Section 15 will not apply to any legal action taken by Breezy to seek an injunction or other equitable relief relating to the Service, Content and/or Breezy’s intellectual property rights, and/or Breezy’s products or services (collectively, “Excluded Disputes”).

No Class Action Matters.  YOU AND BREEZY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR BREEZY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION.  Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party.  There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.  But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then the parties’ agreement in Section 15.D to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 15.H.  Notwithstanding any other provision of this Section 15, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this Section 15.G), are to be decided only by a court of competent jurisdiction, and not by the arbitrator.  The arbitrator does not have the power to vary these class action waiver provisions.

Jurisdiction.  Except where arbitration is required or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or federal court in Los Angeles County, California, United States of America.  Accordingly, each of you and Breezy irrevocably consents to the exclusive personal jurisdiction and venue of such courts for such matters and hereby waives any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent that any proceeding is conducted in accordance herewith.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK.  

THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, Breezy Technologies, Inc. and its affiliates and subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Breezy Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

the Service (including the Content and the User Content);

the functions, features, or any other elements on, or made accessible through, the Service;

1. any products, services, or instructions offered or referenced at or linked through the Service;

2. security associated with the transmission of your User Content transmitted to Breezy or via the Service;

3. whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your devices);

4. whether the information (including any reports or instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;

5. whether any defects to or errors on the Service will be repaired or corrected;

6. whether your access to the Service will be uninterrupted;

7. whether the Service will be available at any particular time or location; and

8. whether your use of the Service is lawful in any particular jurisdiction.  

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A BREEZY PARTY, BREEZY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

17. LIMITATIONS OF OUR LIABILITY.

UNDER NO CIRCUMSTANCES WILL ANY BREEZY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

1. the Service (including the Content and the User Content);

2. your use of or inability to use the Service, or the performance of the Service;

3. any action taken in connection with an investigation by Breezy Parties or law enforcement authorities regarding your access to or use of the Service;

4. any action taken in connection with copyright or other intellectual property owners or other rights owners;

5. any errors or omissions in the Service’s technical operation; or

6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Breezy Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).  

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.  

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BREEZY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID BREEZY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.  FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY BREEZY OR A MANUFACTURER OF A PHYSICAL PRODUCT.

18. Indemnity.  To the extent permitted by applicable law, you agree to, and you hereby, defend, indemnify, and hold Breezy Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Breezy Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User Content, (ii) your use of the Service and your activities in connection with the Service, (iii) your breach or alleged breach of these Terms or any Additional Terms, (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service, (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity, (vi) any misrepresentation made by you, and (vii) Breezy Parties’ use of the information that you submit to us (including your User Content and Unsolicited Ideas and Materials) (all of the foregoing, “Claims and Losses”).  You will cooperate as fully required by Breezy Parties in the defense of any Claims and Losses.  Notwithstanding the foregoing, Breezy Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses.  Breezy Parties reserve the right to assume the exclusive defense and control of any Claims and Losses.  You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Breezy Party.

19. Waiver of Injunctive or Other Equitable Relief.

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, SITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY BREEZY (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF BREEZY.

20. Updates to Terms.  These Terms (or if applicable, any Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Service.  These Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed.  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the App and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice.  You can reject any new, revised Terms or any Additional Terms by discontinuing use of the Service and related services.

21. General Provisions.

1. Applicable Law.  These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of California without regard to its conflicts of law provisions.

2. Operation of Service; Availability of Products and Services; International Issues.  The Service is operated in the United States, and is primarily intended for users located in the United States.  Breezy makes no representation that the Service is appropriate or available for use beyond the United States.  All Content contained on the Service applies to the United States market only.  If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

3. Severability; Interpretation.  If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect).  To the extent permitted by applicable law, you hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.”  The section headings are provided for convenience only and shall not limit the full Terms.

4. Communications.  When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically.  Please note that we are not obligated to respond to inquiries that we receive.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  

5. Investigations; Cooperation with Law Enforcement; Termination; Survival.  Breezy reserves the right, without any limitation, to: (i) investigate any suspected breaches of the Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Breezy in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Breezy under these Terms or any Additional Terms.  Upon suspension or termination of your access to the Service, or upon notice from Breezy, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service.  The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Breezy in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

6. Assignment.  Breezy may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice.  These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Breezy.  

7. No Waiver.  Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Breezy in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.  

8. Connectivity.  You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.