Terms and
Conditions

TERMS OF SERVICE AND END-USER LICENSE AGREEMENT
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Last updated December 5, 2022

The Breakaway mobile application, website and services (collectively, the “Services”) are brought to you (“You,” “Your,” or “End-User”) by Breakaway Industries, Ltd, a Delaware corporation located at 3495 Lakeside Drive #1319, Reno, NV 89509 (“Breakaway” and the “Company”). The Breakaway’s Services are created to empower cyclists to get the most out of their rides outside, or on indoor trainers such as Peloton, and has been customized for Apple mobile devices. The Services sync, analyze and present data to encourage and motivate members of the Breakaway. Your use of the Services is governed by these Terms of Service and End-User License Agreement (the “Terms”) and Breakaway’s Privacy Policy (the “Privacy Policy”). By accessing and using the Services and any information or materials from the Services, or by indicating Your assent to these Terms by creating an account with Breakaway, You are agreeing to these Terms. If You do not agree to these Terms, do not access or use the Services.

Special Dispute Resolution Notice: These Terms contain terms and conditions that control how disputes between You and Breakaway are handled, including the parties’ agreement to arbitrate. Unless You are a resident of the European Union, with few exceptions, these Terms require You to submit claims You have to binding and final arbitration and limit Your claims against Breakaway to an individual basis (i.e., class actions are not permitted), unless You opt-out in pursuant to the instructions below.

Registration. You must be 13 years-old, or older, to use the Services.  If You are under 18 years-old, You represent that Your parent or legal guardian has reviewed and agreed to these Terms on Your behalf. In order to register for the Services, You agree to provide Breakaway: accurate and current information about Yourself (“Your Data”) and (b) maintain and promptly update Your Data. You agree that Breakaway may use Your Data to provide You the Services. You are solely responsible for protecting the confidentiality of Your Breakaway password. You are responsibility for all activities that occur under Your Breakaway account or from Your computer and mobile devices. Breakaway uses industry standard security measures to protect its customers against unauthorized access their accounts. Breakaway does not guarantee absolute security of Your account, Your Data, or Your Content (as defined below), and the Company does not guaranty that the security measures the Company has in place will prevent third-parties from improperly and/or illegally accessing the Services. You agree to immediately notify Breakaway if Your account is “hacked” or there is any unauthorized use of Your account or password. You further acknowledge and agree that by using the Services there is risk of unauthorized access to Your Data and any other information or content You provide Breakaway. Breakaway enables You to log-in to Your account via third-party networks, such as Google, Apple, etc. If You do so, You authorize Breakaway to share necessary registration/log-in registration information with such third-party networks to facilitate Your log-in to Your Breakaway account. If You connect Your Breakaway account to a third-party network, You agree to comply with the terms and conditions and policies applicable to such third party. Please note that by using the Services You may or may not be connecting to the Google Maps API in which case You agree to be bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy) in connection with Your use of such Services.

Breakaway Fees. Access to the Services may require the payment of certain subscription fees (the “Fees”). The Breakaway offers use of the Services through a free four-week trial period, a monthly subscription, and an annual subscriptions (together, the “Subscription”). The Fees for the Subscription are as follows:

• Free trial for all first time Members [COST FREE]
• Monthly Subscription [COST $3.99 per month]
• Annual Subscription [COST $39.99]

Fees, along with any required taxes, are generally paid on a monthly, but can also be paid on annual basis. All Fees are payable in advance. If You change from monthly to an annual Subscription, then the annual rate will take effect at the beginning of the next billing date. You agree to pay the Fees, and other charges You incur in connection with Your account and use of the Services. Please note that Breakaway reserves the right to increase the Fees, any associated taxes, or to institute new fees at any time upon reasonable advance notice to You. Fees will be billed automatically at the start of Your monthly or annual period, as applicable. These Fees will auto-renew until Your Subscription is terminated. You may cancel Your Subscription at any time, as described below. If You reside outside the United States, You may be entitled to terminate Your Subscription and receive a full refund within fourteen (14) days (the “Cooling-off Period”), provided that You have not logged in or otherwise redeemed or started to use the Services as a subscriber during the Cooling-off Period.

Free Trial Period. The Breakaway’s standard free trial period is four-weeks unless a different time period is specified when You signed up. The Breakaway’s free trials period may not be combined with certain other offers, as specified by the Company. If You begin Your Subscription with a free trial, Breakaway will begin billing Your Payment Method (defined below) for Fees at the end of the free trial period of Your Subscription unless You cancel Your Subscription prior to the end of the free trial period. Your Payment Method will be authorized for up to approximately one month of the Services upon registration for a free trial. No charges will be made against the Payment Method unless You do not cancel prior to the end of Your free trial period. You may cancel Your subscription at any time as described below in “Termination by You.”

Termination/Suspension of Registration by Breakaway. You understand and acknowledge that Breakaway may, in its sole, and absolute, discretion, terminate Your account at any time without notice, for any reason, or no reason. To the extent You have paid Fees (defined below) to Breakaway for Services not yet received, Breakaway will immediately refund the pro-rated portion of Fees for which You have not received Services. For example, if Breakaway terminates Your account 10-days into a month which You have paid Fees for the entire month, Breakaway will refund the percentage of the Fees for the remaining unused days of the month.

Termination by You. You may cancel Your Subscription at any time by following the guidelines at the appropriate platform for your subscription. Those guidelines include Apple (https://support.apple.com/en-us/HT202039) and Google
(https://support.google.com/googleplay/answer/7018481?hl=en&co=GENIE.Platform%3DAndroid). The cancellation of Your Subscription will go into effect at the end of Your current billing cycle. For example, if You signed up on the fifth day of the month, and cancelled on the fifteenth day of the month, Your monthly subscription on will end on the fifth day of the following month. If You cancelled Your Subscription during the free trial period You will not be charged any Fees. You can renew Your subscription at any time without opening a new account, although the Fees may have increased at such time. You can delete Your account at any time in which case You will have to open a new account if You decide to use the Services in the future.

Content. You own the information, data and materials that You share with Services (“Your Content”), whether publicly posted, privately transmitted, or submitted through a third party API. To the extent legally permitted, You grant Breakaway a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display any of Your Content and any name, username or likeness that You post in connection with the Services in all media formats and channels without compensation to You. This license ends when You delete Your Content or Your account. You understand that You are responsible for all of Your Content that You upload, post, share, email, transmit or otherwise make available to the Services. Breakaway does not screen or monitor Your Content posted to the Services and does not guarantee the accuracy, integrity or quality of Your Content. Breakaway, in its sole discretion, may screen, monitor, block or remove any of Your Content. You understand that by using the Services, You may be exposed to content from other Breakaway users that is offensive, indecent or objectionable and under no circumstances will Breakaway be liable in any way for such content. You agree to bear all risks associated with the use of the Services and exposure to any content associated with Your use of the Services. You agree and understand that Breakaway is not responsible for, and does not endorse, any content posted on the Services. If Your Content violates these Terms, You may bear legal responsibility. You acknowledge and agree that Your relationship with Breakaway is purely contractual and You and Breakaway in no way have a confidential, fiduciary, or other type of special relationship. Your Content will not be subject to any confidentiality obligations except for what is set forth in the Company’s Privacy Policy and the Company will not be liable for any use or disclosure of any of Your Content. You give Breakaway permission to use Your profile name, profile photo, and information about Your activities and actions You have taken, including Your use of third party products, services, or devices, in ads, offers and other commercial contexts associated with the Services without compensation to You.

Conduct. Your use of the Services are for Your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services or use of the Services. You may not use the Services, or assist or encourage any other party, to engage in any of the following activities (collectively, the “Prohibited Activities”):

• Copying, framing or mirroring any part of the Services;
• Accessing the Services for any other purpose besides Your personal use of the Services;
• Permitting any third party to access the Services;
• Transmitting, distributing or storing content, material, information or data that:
1) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence;
2) is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services or website;
3) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or
4) is fraudulent or contains false, deceptive or misleading statements, claims or representations;
• Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services or networks of any other party, including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of the Company’s internet protocol space;
• Avoiding payment of charges or fees payable by You with respect to the Services;
• Distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
• Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Breakaway than a human can reasonably produce in the same period of time by using a conventional web browser;
• Taking any action that imposes, or may impose, at the Company’s sole discretion, an unreasonable or disproportionately large load on Breakaway’s infrastructure;
• Collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, from the Services;
• Using the Services for any commercial solicitation purposes;• Submitting to the Services any information that may be protected from disclosure by applicable law;
• Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Services.

You represent and warrant that: (i) You are authorized to create Your account, whether individually or on behalf of an organization; (ii) You own Your Content posted by You on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of Your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) You agree to pay for all royalties, fees, and any other monies owed by reason of Your posting of Your Content on or through the Services.

Use of the Services. Breakaway is not obligated, expressed or implied, to provide any maintenance, technical or other support for the Services. You understand and acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

Proprietary Rights. The parties acknowledge that Breakaway, and not Apple, is responsible for addressing any claims You or any third party may have relating to the Services. You acknowledge and agree that the Services and the software used in connection with the Services, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by Breakaway or applicable third party service providers or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the software or content available on the Services (other than Your Content). Breakaway grants You a personal, revocable, non-transferable, non-sublicensable and non-exclusive right and license to access and use the Services; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by Breakaway. The term BREAKAWAY, and the Breakaway logo are the exclusive trademarks of, and are owned by, Breakaway Industries, Ltd., and You may not use or display such trademarks in any manner without Breakaway’s prior written permission. Any third party trademarks or service marks displayed on the Services are the property of their respective owners.

DMCA. The Digital Millennium Copyright Act (the “DMCA”) governs recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Breakaway also reviews claims of trademark infringement. If You believe in good faith that materials hosted by Breakaway infringe Your copyright or trademark rights, You (or Your agent) may send Breakaway a notice requesting that the material be removed. The notice must include the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work or trademark claimed to have been infringed;
(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Breakaway to locate the material on the Services;
(d) the name, address, telephone number, and e-mail address (if available) of the complaining party;
(e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and,
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please be advised that Breakaway will not respond to complaints that do not meet these requirements. If Breakaway determines that the materials alleged to infringe Your copyright or trademark rights do not require removal, Breakaway will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If You believe in good faith that a notice of copyright infringement has been wrongly filed against You, the DMCA permits You to send us a counter-notice. Counter-notices must include the following information:

(a) Your name, address, and telephone number;
(b) the source of the content that was removed;
(c) a statement under penalty of perjury that You have a good-faith belief that the content was removed in error;
(d) a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which Your address is located; or, if Your address is outside of the United States, for any judicial district in which Breakaway may be found, and that You will accept service of process from the person who provided the original complaint; and,
(e) a physical or electronic signature.

Notices and counter-notices sent regarding the Services must meet the then-current statutory requirements imposed by the DMCA (see https://copyright.gov/title17/92appb.html) and should be sent to the agent identified below.

Agent to Receive Notices of Claimed Infringement:

Breakaway Copyright Agent
c/o Vasquez Benisek & Lindgren LLP
1550 Parkside Drive, Ste. 130
Walnut Creek, CA 94596
USA
IPClaim@breakaway.com
(925) 627-4250

Representations and Warranties. Breakaway warrants that the Services are free of spyware, trojan horses, viruses, or any other malware at the time You first access the Services. Breakaway warrants that the Services work as described in the user documentation. You are required to inspect the Services immediately after installing Breakaway software and notify Breakaway without delay of any issues discovered. In the event of any failure of the Services to conform to the warranties herein, You may notify the App-Store-Operator, and Your Fees paid for Your Subscription will be refunded to You. To the maximum extent permitted by applicable law, the App-Store-Operator will have no other warranty obligation whatsoever with respect to the Services, and any other losses, claims, damages, liabilities, expenses and costs attributable to any negligence to adhere to any warranty.

Disclaimer of Warranties and Liability
THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. BREAKAWAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BREAKAWAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) YOUR CONTENT WILL BE AVAILABLE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

YOU EXPRESSLY AGREE THAT BREAKAWAY IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO, AND OTHER MATERIALS, WHETHER PROVIDED BY BREAKAWAY OR BY OTHER ACCOUNT HOLDERS OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (b) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF THE COMPANY’S CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND BREAKAWAY.

YOU EXPRESSLY AGREE THAT YOUR ATHLETIC ACTIVITIES (INCLUDING, BUT NOT LIMITED TO CYCLING), OR FOLLOWING A BREAKAWAY TRAINING PLAN OFFERED ON THE SERVICES) CARRY CERTAIN INHERENT AND SIGNIFICANT RISKS OF PROPERTY DAMAGE, BODILY INJURY OR DEATH AND THAT YOU VOLUNTARILY ASSUME ALL KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THESE ACTIVITIES EVEN IF CAUSED IN WHOLE OR PART BY THE ACTION, INACTION OR NEGLIGENCE OF BREAKAWAY OR BY THE ACTION, INACTION OR NEGLIGENCE OF OTHERS.

YOU EXPRESSLY AGREE THAT BREAKAWAY DOES NOT ASSUME RESPONSIBILITY FOR THE INSPECTION, SUPERVISION, PREPARATION, OR CONDUCT OF ANY RACE, CONTEST, CHALLENGE, OR GROUP ACTIVITY THAT UTILIZES THE SERVICES.

YOU EXPRESSLY AGREE TO RELEASE BREAKAWAY, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR ATHLETIC ACTIVITIES AND/OR USE OF THE BREAKAWAY WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS (INCLUDING, WITHOUT LIMITATION, ANY BREAKAWAY TRAINING PLAN), AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OR MISUSE OF THE SERVICES, (b) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (c) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (d) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF BREAKAWAY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “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.”

BREAKAWAY DOES NOT ENDORSE YOUR CONTENT OR ANY OTHER CONTENT PROVIDED BY OTHER SUBSCRIBERS OF THE SERVICES AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.

THE COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU PURSUANT TO THESE TERMS SHALL NOT EXCEED THE GREATER OF EITHER (a) FIFTY DOLLARS ($100) OR (b) THE AMOUNT OF FEES PAID BY YOU TO BREAKAWAY IN THE 12-MONTHS PRIOR TO DATE THE CLAIM. IF YOU ARE A CONSUMER RESIDING IN THE EUROPEAN UNION, YOU HAVE LEGAL REMEDIES IF WE CAUSE YOU LOSS BY OUR BREACH OR NON-PERFORMANCE OF OUR LEGAL OBLIGATIONS, OR BY OUR NEGLIGENCE, AND THESE TERMS DO NOT AFFECT THOSE STATUTORY REMEDIES.

Indemnity. You agree to indemnify and hold Breakaway and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content You submit, post, transmit or otherwise seek to make available through the Services, Your use of the Services, Your connection to the Services, Your violation of the Terms, Your violation of any data protection or privacy laws, or Your violation of any rights of another person or entity. Your rights with respect to Breakaway are not modified by the foregoing indemnification if the laws of Your country of residence, applicable as a result of Your use of our Services, do not permit it.

Notice for California Subscribers. Under California Civil Code Section 1789.3, California Services athletes are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Dispute Resolution. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to the Breakaway’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if You opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and Your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Breakaway will pay the additional cost. You and Breakaway hereby expressly waive trial by jury where permissible. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Breakaway is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. This provision does not apply to users who live in the European Union. You understand that, absent this mandatory provision, You would have the right to sue in court and have a jury trial. You further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

Waiver of Class-Action. The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Thirty-Day Right to “Opt Out.” You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of Your decision to opt out to the following address: Breakaway Industries, Ltd., Attn: Legal Department, 11033 Parkland Drive, Truckee, CA 96161. The notice must be sent within 30 days of registering to use the Services; otherwise, You shall be bound to arbitrate disputes in accordance with these Terms. If You opt out of these arbitration provisions, Breakaway also will not be bound by them. In addition, if You elect to opt out of these arbitration provisions, Breakaway may terminate Your use of the Services.

Choice of Law and Forum. Any action related to the Terms, Your Content, the Services, and Your relationship with the Breakaway shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to the Section entitled “Dispute Resolution”, the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in the Eastern District of California and You consent to the exclusive jurisdiction of the federal or state courts within the Eastern District of California. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of these Terms, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This paragraph does not apply to users who reside in the European Union. If You are a user based in the European Union, then Irish law shall apply to these Terms and the Irish courts shall have exclusive jurisdiction to hear disputes arising in relation to the Terms. Despite this, Your local laws in Your European Union Member State may allow You to take legal action against Breakaway in Your Member State and to invoke certain local laws against Breakaway. The Services are controlled by Breakaway from its offices within the United States of America. Breakaway makes no representation that the Content or the Services are appropriate or available for use in other locations. Access to or use of the Services and Your Content from territories where such access or use is illegal is prohibited. Those who choose to access the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws.

Apple and The App Store. The parties acknowledge that Apple is not a party to these Terms and is not bound by any provisions or obligations with regard to the Services, such as warranty, liability, maintenance and support thereof. Breakaway, not Apple, is solely responsible for the Services and the content therein. These Terms may not provide for usage rules for the Services that are in conflict with the latest App Store Terms of Service. Breakaway acknowledges that it has had the opportunity to review Apple’s terms and these Terms are not conflicting with them. Breakaway represents and warrants that it will comply with applicable third-party terms and conditions that relate to the Services. In Accordance with Section 9 of the "Instructions for Minimum Terms of Developer's End-User License Agreement," the parties acknowledge and agree that Apple and Apple's subsidiaries shall be third-party beneficiaries of 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 thereof.

All rights not expressly granted to You are reserved by Breakaway.

Contact Information. For general inquiries, complaints, questions or claims concerning the Services, please contact:

The Breakaway
3495 Lakeside Drive # 1319
Reno, NV 89509
info@breakaway.app