Breakout Terms of Service
Last updated: April 24, 2020
Kari Clark, LLC (d/b/a Breakout referred to herein as “Breakout,” “we,” “us,” or “our”) provides its services to you through its website located at www.breakout.chat
(our “Site”) and through our web application (“App”). We refer to our Site, our App and the services we provide collectively as our “Services.”
These Terms of Service (“Terms”) govern your access to and use of our Services. The Terms are a legal contract between you and Breakout, so it is important that you review them carefully before using our Services.Your use of our Services indicates that you agree to follow and be bound by the Terms.
Access and Use of Our Services
Subject to these Terms, Breakout grants to you a non-transferable, non-exclusive, limited rights, worldwide license (without the right to sublicense) to use the Site and to install and use the App on one mobile device. You agree to the following license restrictions: (a) to not use the Site or the App in any manner that could damage, disable, overburden, or impair the Site or the App (or servers or networks connected to the Site or the App), nor may you use the Site or the App in any manner that could interfere with any other party's use and enjoyment of the Site or App (or servers or networks connected to the Site or the App); (b) to not duplicate, copy or distribute the Site or the App except as necessary to use it on your mobile device; (c) to not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Site or the App or make the Site or the App available to any third party; (d) to not copy the written materials accompanying the Site or the App; (e) to not modify, translate, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or the App in order to build a similar or competitive product or service; and (f) to preserve all copyright and other proprietary rights notices on the Site and the App and all copies thereof; (g) to be solely responsible for (and that Breakout has no responsibility to you or to any third party for) your use of the Site and the App, any breach of your obligations under these Terms, and for the consequences (including any loss or damage which Breakout may suffer) of any such breach.
Your Enrollment Obligations:
You will be required to enroll with Breakout in order to access and use our Services. If you enroll for our Services, you agree to provide to us and maintain true, accurate, current and complete information about yourself. If you are under 18 years old, you are not authorized to use our Services without the approval of your parent or guardian.
Member Account, Password and Security:
If you enroll for our Services, you are responsible for maintaining the confidentiality of your password and account information and for any and all activities that occur under your password or account. You agree to immediately notify Breakout of any unauthorized use of your password or account or any other breach of security.
Our Services include certain services that are available via a mobile device, including (i) the ability to upload content to our Services via a mobile device, (ii) the ability to browse our Services from a mobile device (collectively, the “Mobile Services”). To the extent you access our Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Breakout and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Breakout account information to ensure that your messages are not sent to the person that acquires your old number.
Conditions of Use
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish, transmit (including by email), or display (collectively, “upload”) via our Services or otherwise upload to Breakout. The following are examples of the kind of content and/or use that is illegal or prohibited by Breakout, and you agree to not use our Services to upload any content that:
- infringes any intellectual property or other proprietary rights of any party;
- you do not have a right to upload under any law or under contractual or fiduciary relationships;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
- is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, by revealing information about a person that he or she would not wish disclosed to the general public, reflects animus towards any race, ethnicity, gender or sexual orientation, or is otherwise objectionable; false, inaccurate, or misleading; or in the sole judgment of Breakout, is objectionable or which restricts or inhibits any other person from using or enjoying our Services, or which may expose Breakout or its users to any harm or liability of any type;
- interfere with or disrupt our Services or servers or networks connected to our Services, or disobey any requirements, procedures, policies or regulations of networks connected to our Services;
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from our Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through our Services.
Personal, Non-Commercial Use:
Our Services are for your personal and non-commercial use. Unless otherwise expressly authorized in these Terms or otherwise authorized in writing by us, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of our Services, use of our Services, or access to our Services, including in each case any content contained therein, other than your own User Content (as defined below) that you legally upload to our Services.
Breakout reserves the right to investigate and take appropriate legal action against anyone who, in Breakout’s sole discretion, violates these Terms, including without limitation, removing the offending content from our Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.
Changes to the Terms
We reserve the right, at our sole discretion, to change the Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will notify you of any material changes, either through our Services, in an email notification or through other reasonable means. Your continued use of our Services after the date any such changes become effective constitutes your acceptance of the new Terms.
Please note that when using our services, you will be subject to any additional terms applicable to such services that may be posted on our Site or otherwise made available through our Services from time to time.
Intellectual Property Rights
Services Content, Software and Trademarks:
You acknowledge and agree that our Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Breakout, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on our Services or any Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to our Services. You may not access our Services through robots, scraping tools or similar data-gathering or extraction methods.
The technology and software underlying our Services or distributed in connection with them is the property of Breakout, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Breakout.
The Breakout name and logos are trademarks and service marks of Breakout (collectively the “Breakout Trademarks”). Other company, product, and service names and logos used and displayed via our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Breakout. Nothing in these Terms or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Breakout Trademarks displayed through our Services, without our prior written permission in each instance. All goodwill generated from the use of Breakout Trademarks will inure to our exclusive benefit.
User Content Transmitted Through Our Services:
With respect to the stories, images, documents, or other content or materials you upload through our Services or share with other users or recipients through our Services (collectively, “User Content”), you represent and warrant that you own all right, title, and interest in and to such User Content, including, without limitation, all copyrights, trademarks, and rights of publicity contained therein. You acknowledge and agree that Breakout may request that you edit your User Content before it is posted to our Services. Not all submissions will be posted. You also acknowledge and agree that the posting of any submission is in Breakout’s sole discretion and that Breakout may, in its sole discretion, delete any submission at any time. Breakout does not claim ownership rights in User Content: when you upload User Content to our Services, you continue to have any ownership rights you may have in that User Content, subject to the limited license in this paragraph. By uploading any User Content, you hereby grant and will grant Breakout and its affiliates a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sub-licensable (through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works from, translate, and otherwise use your User Content in connection with the operation of our Services or the promotion, advertising, or marketing thereof, in any form, medium, or technology now known or later developed, including publication and use on Facebook, any other Third Party Service, on any affiliate or partner service, and in syndication. Breakout is under no obligation to store any submission.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback and other information about our Services (“Feedback”) provided by you to Breakout is non-confidential, and Breakout will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Breakout may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Breakout, its users and the public. You understand that the technical processing and transmission of our Services, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Breakout respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, on our Site or otherwise within our Services, you should notify Breakout of your infringement claim in accordance with the procedure set forth below.
Breakout will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Breakout’s copyright agent at email@example.com (subject line: “DMCA Takedown Request”). You may also contact us by mail at:
3400 Prospect Ave
NWWashington, DC 20007
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on our Site or otherwise within our Services, with enough detail that we may find it on our Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to Breakout’s copyright agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by Breakout’s copyright agent, Breakout will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Breakout has adopted a policy of terminating, in appropriate circumstances and at Breakout’s sole discretion, users who are deemed to be repeat infringers. Breakout may also at its sole discretion limit access to our Services and/or terminate the enrollments of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Our Services may provide, or third-parties may provide, links or other access to other sites and resources on the Internet. Breakout has no control over such sites and resources and Breakout is not responsible for and does not endorse such sites and resources. Without limiting the foregoing, Breakout is not responsible for any content, service, or user experience on non-Breakout-created groups. You expressly release Breakout from any and all liability arising from your use of any third-party website.
Social Networking and Other Third-Party Services
In addition, Breakout is not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Third-Party Services. As such, Breakout is not liable for any and all injury (including death) damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third-Party Services. Breakout enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Special Notice for International Use; Export Controls
Any software available in connection with our Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded as part of our Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of our Services, including as it concerns online conduct and acceptable content.
Indemnity and Release
You agree to release, indemnify, and hold harmless Breakout, its affiliates, and its and their respective officers, employees, directors, members, independent contractors and agents from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of our Services, any User Content, your connection to our Services, your violation of these Terms, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Breakout EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Breakout MAKES NO WARRANTY THAT (I) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (II) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.
Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Breakout WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Breakout HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE OUR SERVICES OR ANY USER CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT, TRANSMISSIONS, OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (V) ANY OTHER MATTER RELATING TO OUR SERVICES OR USER CONTENT. IN NO EVENT WILL Breakout’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID Breakout IN THE LAST SIX (6) MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
At Breakout’s or your election, all disputes, claims, or controversies arising out of or relating to these Terms or our Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Washington, District of Columbia before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in these Terms. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Breakout may terminate these Terms for any reason at any time. Breakout reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of our Services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination.
These Terms constitute the entire agreement between you and Breakout and govern your use of our Services, superseding any prior agreements between you and Breakout with respect to our Services. These Terms will be governed by the laws of the District of Columbia without regard to conflict of law provisions. With respect to any disputes not subject to the dispute resolution procedures set forth above, you and Breakout agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within District of Columbia.
The failure of Breakout to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Breakout may assign or transfer this Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. We may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on our Site.