Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OR ACCESSING THE WEBSITE, AS THEY CONSTITUTE A WRITTEN AGREEMENT BETWEEN YOU AND US AND THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. 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 Breakout. These terms of use, together with any documents these terms of use incorporate by reference (collectively, the “Terms of Use”), govern your access to and use of https://www.breakoutprop.com (including both mobile and online versions) (the “Website”), which is made available by Breakout Trading Group, LLC, a Delaware limited liability company, dba Breakout (“Breakout,” “we,” or “us”). By accessing, browsing or otherwise using the Website, you agree that you have read, understood, and accepted all of these Terms of Use and our Privacy Policy, which is incorporated by reference into these Terms of Use. If you do not understand or agree to these Terms of Use, please do not use the Website.

By electing to use any applications, content, downloads, mobile device applications (collectively, the “App”), create an Account (as defined below), or use other online services made available through the Website (collectively with the Website and App, the “Service”) that present you with the option to “agree” or “disagree” to these Terms of Use and you click “agree”, you will continue to be bound by these Terms of Use.

For purposes of these Terms of Use, “you” and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and (b) you agree to these Terms of Use on the entity’s behalf.

In some instances, both these Terms of Use 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 to 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 of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

You are responsible for regularly reviewing these Terms of Use, as Breakout reserves the right to revise and update these Terms of Use at any time within its sole and absolute discretion. In the event Breakout modifies these Terms of Use, you agree that your continued use of the Service after a change in the effective date of said changes will constitute your agreement to any such modification to these Terms of Use.

1. ELIGIBILITY

The Service is offered and available to users who are at least eighteen (18) years old. By using the Service, you represent and warrant that (i) you are eighteen (18) years of age or older; (ii) all registration information you submit to Breakout is truthful and accurate (and you will maintain the accuracy of such information); (iii) your use of the Service does not violate any law, regulation, ordinance, statute, or treaty that is applicable to individuals located in the jurisdiction in which you live; and (iv) you are not a Prohibited Person. A “Prohibited Person” is any person or entity that is (a) the subject of any economic or trade sanctions administered or enforced by any governmental authority, including any person designated on any list of prohibited or restricted parties by any governmental authority, such as the European Union Consolidated List of persons and the United Kingdom Consolidated List of Financial Sanctions Targets, U.S. Treasury Department’s list of Specially Designated Nationals, and the U.S. Department of Commerce Denied Persons List Entity List; (b) located, a resident of or organized in any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom, or the United States; or (c) owned or controlled by such persons or entities listed in (a)-(b). If you do not meet all of these requirements, you must not access or use the Service.

2. RELIANCE ON INFORMATION POSTED

The information and content presented on or through the Service is provided solely for general informational purposes.

Breakout does not make any representations that any data, information, and content on the Service is accurate or complete. You alone will bear the sole responsibility of evaluating the merits and risks associated with using any such data, information, and content. We disclaim all liability and responsibility that may arise from any decision that you make based upon the use of such data, information, and content appearing on the Service.

3. ACCOUNTS; PROFILES

A. Account. In order to access or use some (or potentially all) of the features of the Service, you may be required to create a user account (“Account”). To register for an Account, you agree to provide personal information, including, but not limited to your name, email address, mailing address, phone number, and date of birth, and to update this information should it change over time. The information provided is subject to the Privacy Policy.

The Account will be personal to you, and you cannot share your name or password with anybody else. You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. You will not use an Account username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other rights of any person or entity, or is offensive. You also may not purchase an Account on behalf of a third party or have an Account purchased for you by a third party. You will be responsible for maintaining the confidentiality of your Account username and password, and for any and all activities that occur in association with your Account, whether or not authorized by you. You agree that Breakout will not be liable for any loss you may incur as a result of someone else using your password or Account, either with or without your knowledge, and you further agree that you will be liable for losses incurred by Breakout or another party due to someone else using your Account or password. If you suspect that your Account has been breached, you must immediately notify Breakout and provide properly documented evidence as requested by Breakout.

Breakout may suspend, terminate, modify, or delete your Account with or without notice to you, at any time for any reason or for no reason, including, but not limited to a violation of these Terms of Use or any Additional Terms. You agree that Breakout shall not be liable for any loss or damage caused, directly or indirectly by any such termination, suspension, change, or discontinuance.

B. Profiles. Your account may allow you to post a public profile (“Profile”). Profiles may not include any form of prohibited User Content, as outlined in Section 7 and in our Rules (as defined herein). Without limiting the foregoing, Profiles may not include content that you are attempting to sell through the Service, and cannot be used to conduct commercial activities, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your profile or Service activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users’ Profile material.

Profiles may only be set up by an authorized representative of the individual that is the subject of the Profile. We do not review Profiles to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profiles that may appear on the Service. If there is any dispute as to whether a Profile has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profiles, or any portion thereof, at any time without notice.

4. PURCHASES AND REFUND POLICY

Breakout may provide products, services, subscriptions, or access to certain portions of the Service at a monetary cost. Prices and availability are subject to change without notice. Breakout may allow for such purchases within its Service or via an affiliate. It is your responsibility to thoroughly read and understand any terms and conditions governing such purchases, including any Additional Terms and our Refund Policy.

By making any such purchases, you agree to pay all fees or charges incurred by your Account, and you further agree that Breakout has no responsibility and assumes no liability for any losses, damages or claims related to your purchases or use of the Service.

There are no refunds on any services purchased from Breakout, except to the extent expressly provided in a separate agreement between Breakout and you.

5. INTELLECTUAL PROPERTY AND OWNERSHIP OF CONTENT

A. Content. The Service contains a variety of (i) materials and other items relating to Breakout and its products and services, and similar items from our licensors and other third parties, including all layout, information, images, text, data, illustrations, designs, icons, photographs, programs, audio clips or downloads, video clips, 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, trade names, design marks, or logos of various parties, including those of Breakout (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”)

YOU ACKNOWLEDGE AND AGREE THAT ALL CONTENT IS THE PROPERTY OF BREAKOUT AND/OR ITS LICENSORS AND THAT YOU HAVE NO INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN ANY CONTENT, REGARDLESS OF WHETHER THAT CONTENT WAS PROVIDED BY BREAKOUT, YOU, OR ANOTHER USER.

B. Ownership. You acknowledge that the Service (including past, present, and future versions) and Content are protected by copyrights, trademarks and/or other proprietary rights owned, controlled or licensed by Breakout, one of its affiliates or by third parties who have licensed their materials to Breakout and are 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. Breakout owns the copyright in the compilation (meaning the collection, arrangement, and assembly) of the Content on the Service.

All right, title and interest that Breakout has in the Service, that are not expressly granted by Breakout to you, are retained by Breakout. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without Breakout’s prior written permission, except that the foregoing does not apply to your own posted submission. You agree that you may not upload or otherwise transmit on or through the Service any Content that is subject to any third-party rights unless any holder of such rights has given express authorization for distribution on the Service.

If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of the Content, you hereby transfer, grant, convey, assign and relinquish exclusively to Breakout all of your right, title and interest in and to the Content, without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights. To the extent such assignment is invalid under applicable law, you hereby grant to Breakout, the exclusive, irrevocable, sublicensable, transferable, worldwide, paid-up license to reproduce, use, adapt, create derivative works from, and distribute such Content, and all patent, copyright, trade secret, trademark and other intellectual property rights thereto, in any form, media, or technology now known or later developed.

For the avoidance of doubt, all software used on the Service is the property of Breakout or its suppliers and protected by laws of the United States. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Service or any related software.

6. LIMITED LICENSE

Provided that you comply with these Terms of Use and any Additional Terms, Breakout grants you a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty-free license to access and use the Content for your personal, non-commercial use only. You are expressly prohibited from scraping, framing, hacking, reverse engineering, crawling, or aggregating the Service or the Content, whether in whole or in part.

You acknowledge and agree that your limited use of the Service does not entitle you to any license or intellectual property rights to any technology, intellectual property, copyrights, trademarks, or trade secrets of Breakout or any third-party contractor thereof. You acknowledge and agree that your use of the Service is limited by these Terms of Use, and you expressly agree that you will not use the Service in any manner that is not expressly authorized under these Terms of Use. Breakout reserves all of its rights not expressly granted through these Terms of Use.

7. USER CONTENT

You are responsible for any information, comments, responses, ratings, reviews, questions, suggestions, messages, text, images, videos, or other materials or content that you post or transmit through the Service (collectively, “User Content”). The Service may contain message boards, personal profiles, forums, bulletin boards, and other interactive features that allow users to post, submit, publish, display, or transmit to other users certain User Content. You must not transmit any User Content to or through the Service or to Breakout that you consider to be confidential or proprietary, and any User Content shall be deemed non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned. You are responsible and liable for any User Content and Breakout does not assume any obligation of any kind to you or any third party with respect to the User Content. Upon Breakout’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 of Use or any Additional Terms. In your communications with Breakout, 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, Breakout retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Breakout’s receipt of your Unsolicited Ideas and Materials is not an admission by Breakout of their novelty, priority, or originality, and it does not impair Breakout’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

You agree, represent and warrant that any User Content you submit (i) is truthful, accurate, and not misleading, offered in good faith, and that you have the right to transmit such information; (ii) does not and, as to Breakout’s permitted uses and exploitation set forth in these Terms of Use, will not infringe any intellectual property or other right of any third party; and (iii) does not violate these Terms of Use or any Additional Terms, or cause injury or harm to any person.

Certain information submitted by you, or otherwise collected from you, may be subject to the Privacy Policy or Additional Terms. Except as expressly provided in the Privacy Policy or any Additional Terms which specifically govern the submission of the User Content, you agree that by submitting User Content to Breakout, including, without limitation any concepts, know-how or ideas, you hereby grant Breakout a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, display, prepare derivative works of and otherwise use and exploit in any manner whatsoever, all or any portion of the User Content (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to you or others. In order to further effect the rights and licenses you grant to Breakout to the User Content, you also hereby grant to Breakout a 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, and you agree to waive, any moral rights (including arbitration 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 7.

Breakout has the right to remove or refuse to post any User Content for any or no reason or take any action with respect to User Content that we deem necessary or appropriate in our sole discretion, including, without limitation if we believe such User Content violates these Terms of Use or any Additional Terms, infringes any intellectual property rights of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Breakout. Notwithstanding the foregoing, Breakout cannot review all material before it is posted on the Service and cannot ensure prompt removal of objectionable material after it has been posted. Breakout assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

8. PROHIBITED USES OF THE SERVICE AND CONTENT

You may use the Service and Content only for lawful purposes and in accordance with these Terms of Use. You agree that you will not:

• Use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products)

• Use any meta tags or any other “hidden text” utilizing any Trademarks

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

• Use the Service in any manner that violates any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third- party, including, but not limited to intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights

• Use the Service in any manner that could damage, disable, overburden, or impair any Breakout server or the network(s) connected to such server

• Engage in any activity that interferes with any other party’s use or enjoyment of the Service, or which, as determined by us, may harm Breakout or users of the Service, or expose them to liability

• Gain or attempt to gain unauthorized access to the Service, unpublished information or material, or other users’ accounts

• Reverse engineer, decompile, disassemble, or attempt to reverse engineer, decompile, or disassemble any part of the Service or otherwise circumvent the technological protection measures of the Service

• 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)

• Provide false, inaccurate or misleading information while using the Service, or engage in activity that operates to defraud Breakout, other users of the Service, or any other person

• Otherwise violate these Terms of Use or any Additional Terms

Additionally, in using the Service, you agree not to:

• 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, “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 of the Content (including any images, text, or page layout)

• Remove any Trademark, copyright, or other intellectual property notices contained in the Content

• Use the Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands

• Transmit, or procure the sending of, advertising or other unsolicited commercial materials to third parties or users of Breakout

• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, adapt, translate, transfer, buy, auction, rent, lease, loan or sell any Content, or other materials appearing in or generated by the Service, or any information obtained from the Service, without Breakout’s prior express written consent

• Use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent

• Use any device, software, or routine that interferes with the proper working of the Service

• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack

• Otherwise attempt to interfere with the proper working of the Service

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

These Terms of Use and any Additional Terms include only narrow, limited grants of rights to the 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 Breakout and its licensors and other third parties. Any unauthorized use of the Service or any of the Content for any purpose is prohibited.

9. COMMUNITY RULES

A. Nature of Rules. As a user of the Service, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of Breakout-owned online communities (“Communities”). Your participation in the Communities is subject to all of these Terms of Use, including these Rules:

• Your User Content. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms of Use and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears or is referred to in the User Content, then you must also have their permission to submit such User Content to Breakout. (For example, if someone has taken a picture of you and your friend, and you submit that photo to Breakout as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.)
• Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Service, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
• Act Appropriately. All of your Service activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Service. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, or physical handicap. Your User Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
• Do Not Use for Commercial or Political Purposes. Your User Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
• Do Not Use for Inappropriate Purposes. Your User Content must not promote any infringing, illegal, or other similarly inappropriate activity.
• Be Honest and Do Not Misrepresent Yourself or Your User Content. Do not impersonate any other person, user, or company, and do not submit User Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
• Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and User Content that you submit on the Service within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
• Don’t Share Other Peoples’ Personal Information. Your User Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by Breakout.
• Don’t Damage the Service or Anyone’s Computers or Other Devices. Your User Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Service or any computer or other device.

If you submit User Content that Breakout reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Service.

B. Your Interaction With Other Users; Disputes. You are solely responsible for your interaction with other users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

10. CHARGEBACK POLICY AND PREVENTION OF FRAUDULENT DISPUTES

By purchasing an evaluation and accessing Breakout’s trading platform, you explicitly acknowledge and agree to the following terms in this Section 10. These terms are designed to protect both you and Breakout from fraudulent disputes and to ensure fair and transparent operations.

A. Prohibition of Unjustified Chargebacks.  Initiating a chargeback without legitimate cause, particularly after having accessed, utilized, and demonstrably benefited from our product and/or services, is strictly prohibited and shall be considered chargeback fraud. Legitimate causes for a chargeback are limited to instances of actual unauthorized transactions where your payment details were stolen or used fraudulently, or in rare cases where there was a demonstrable non-delivery of the service as described and agreed upon, and you have exhausted all reasonable attempts to resolve the issue directly with us.

Claims such as “transaction unauthorized” or “service not as described” made after you have demonstrably engaged with and benefited from our services — including but not limited to accessing your Account, placing trades, completing evaluations (whether passed or breached), receiving funded accounts, or processing payouts — will be vigorously disputed by Breakout.

B. Breakout’s Rights and Remedies.  In the event of a chargeback initiated without legitimate cause, Breakout reserves the right to:

• • Vigorously dispute the chargeback with the relevant financial institution, providing all evidence of service delivery, user engagement, and adherence to the Terms of Use and Additional Terms.
• Suspend or terminate your access to Breakout’s platform and all associated services, including any Accounts, funded accounts, or pending payouts, immediately and without prior notice.
• Pursue legal action against you for damages incurred as a result of the fraudulent chargeback, including but not limited to, the original transaction amount, chargeback fees, administrative costs, legal fees, and any other associated losses or expenses sustained by Breakout.
• Report the fraudulent activity to relevant credit bureaus, financial institutions, and law enforcement agencies, which may negatively impact your credit rating and financial standing.

C. Obligation to Contact Customer Support. Prior to initiating any chargeback, you are obligated to first contact our customer support to attempt to resolve any issues or concerns you may have regarding the Service. We are committed to addressing legitimate concerns promptly and fairly. Failure to exhaust reasonable attempts to resolve an issue directly with us before initiating a chargeback may be considered evidence of an unjustified dispute.

11. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

A. DMCA Notice. Breakout will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. We respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringe another party’s intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) a subject line that says: “DMCA Copyright Infringement Notice”; (ii) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (iii) a description of the copyrighted work that you claim has been infringed upon; (iv) a description of where the material that you claim is infringing is located on the Service (please include the URL of the Service on which the material appears); (v) your full name, address, telephone number, and e-mail address; (vi) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vii) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Service can be reached as follows:

• Copyright agent: [email protected]

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA, as amended, requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.

B. Counter-Notification. If access on the Service to a work that you submitted to Breakout 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 email address above. Your DMCA Counter-Notification should contain the following information: (i) a subject line that says: “DMCA Counter-Notification”; (ii) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (iii) a description of the copyrighted work that has been removed or to which access has been disabled; (iv) a description of where 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); (v) your full name, address, telephone number, and e-mail address; (vi) a statement by you 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; and (vii) 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 U.S., to the jurisdiction of the U.S. District Court for the Southern District of Florida), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person.

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.

12. THIRD-PARTY LINKS FROM THE SERVICE; DEALINGS WITH THIRD PARTIES

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including without limitation banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

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 links 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). Breakout disclaims all liability in connection therewith.

13. 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 Trademarks; (ii) the links and the content on your website do not suggest any affiliation with Breakout (unless specifically agreed to in any Additional Terms) or cause any other confusion, and

(iii) the links and the content on your website do not portray Breakout or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Breakout. Breakout 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.

14. SECURITY

You understand that any information provided by you or collected by Breakout in connection with your use of the Service will be used in the manner described in these Terms of Use, any Additional Terms, and in the Privacy Policy. If you do not agree to the Privacy Policy, you must not use the Service. Without limiting the terms of the Privacy Policy, you understand that Breakout does not guarantee that your use of the Service and/or the information provided by you will be private or secure, and Breakout is not responsible or liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Service.

15. TERMINATION AND SURVIVABILITY

These Terms of Use are effective until terminated by us. Breakout reserves the right to terminate your access to the Service in its sole and absolute discretion and without prior notice.

The provisions herein concerning intellectual property rights, permitted and unauthorized uses, disclaimer of warranty, limitation of liability, and indemnity, as well as any other provisions that by their nature should survive, shall survive any such termination.

16. DISCLAIMER OF WARRANTIES AND LIMITATION OF OUR LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS-IS” AND AS-AVAILABLE BASIS AND WITHOUT WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

BREAKOUT AND EACH OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, LICENSORS, DISTRIBUTORS, SUBLICENSEES, AGENTS, OR SUBCONTRACTORS (THE “BREAKOUT PARTIES”) WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO INFORMATION ON THE SERVICE, OR YOUR USE OF OR INABILITY TO USE OR ACCESS THE SERVICE, INCLUDING, BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATING TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR THE UNAVAILABILITY OF

THE SERVICE OR DOWNTIME. THE BREAKOUT PARTIES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS OR OMISSIONS, OR CONDUCT OF ANY OTHER USER OR THIRD PARTY. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE BREAKOUT PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PORTION OF THE PRIOR SENTENCE IS DEEMED TO BE NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN THE BREAKOUT PARTIES’ MAXIMUM AGGREGATE LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, SHALL NOT EXCEED YOUR ACTUAL DIRECT DAMAGES, CAPPED AT $1,000.

BREAKOUT DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE (OR ANY PART THEREOF INCLUDING, WITHOUT LIMITATION THE CONTENT), THE SERVER(S) ON WHICH THE SERVICE IS HOSTED, OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Breakout Parties from and against any and all losses, costs, and expenses (including, but not limited to attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Breakout Party, or on account of the investigation, defense, or settlement thereof, arising out of or related to (i) the 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 of Use or any Additional Terms; (iv) any allegation that any information, messages, or materials you make available through the Service otherwise infringe the rights of third parties, including but not limited the trademark, copyright, trade secret, privacy, or other intellectual property rights or other personal or proprietary rights of any third party; (v) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international; (vi) any misrepresentation made by you; and (vii) the Breakout Parties’ use of the information you submit to us (including the User Content) (all of the foregoing, “Claims and Losses”).

You will cooperate as fully required by the Breakout Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Breakout Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Breakout 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 Breakout Party.

18. JURISDICTION

All matters relating to the Service and these Terms of Use, and any dispute or claim arising from or related thereto (in each case, including, without limitation non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any dispute arising out of or relating to these Terms of Use shall be resolved through arbitration, as set forth herein.

19. ARBITRATION AND CLASS ACTION WAVIER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

A. First – Try To Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User Content, these Terms of Use, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Breakout’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 18.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 18.A. Your notice to us must be sent to: [email protected] with copy to [email protected]. For a period of sixty (60) days from the date of receipt of notice from the other party, Breakout and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Breakout to resolve the Dispute or Excluded Dispute on terms with respect to which you and Breakout, in each of our sole discretion, are not comfortable.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 18.A (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND BREAKOUT (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS OF USE, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the

Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Breakout and you regarding these Terms of Use (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Breakout and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 18.H below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Breakout regarding these Terms of Use and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Breakout consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in Miami, Florida. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Breakout to pay a greater portion or all of such fees and costs in order for this Section 18 to be enforceable, then Breakout will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms of Use and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms of Use or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 18.A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief. The foregoing provisions of this Section 18 will not apply to any legal action taken by Breakout to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User Content and/or Breakout’s intellectual property rights (including such Breakout may claim that may be in dispute), Breakout’s operations, and/or Breakout’s products or services.

E. No Class Action Matters. YOU AND BREAKOUT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS 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 our agreement in Section 18.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 18.F. Notwithstanding any other provision of this Section 18, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), 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.

F. Jurisdictional Issues. Except where arbitration is required above 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 Miami, Florida.

Accordingly, you and Breakout consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Governing Law. These Terms of Use 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 Florida, without regard to its conflicts of law provisions.

20. WAIVER AND SEVERABILITY

No term or condition of these Terms of Use or breach of these Terms of Use will be deemed to have been waived or consented to, unless such waiver is in writing and signed by the party to be charged.

If any part of these Terms of Use is deemed invalid or unenforceable by a court of competent jurisdiction, including, but not limited to the warranty disclaimers and liability provisions set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect.

21. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California website users 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 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

22. ENTIRE AGREEMENT

These Terms of Use, any Additional Terms, the Privacy Policy and any documents incorporated herein by reference contain the entire agreement between Breakout and you regarding its subject matter and supersedes all prior understandings, agreements, or representations between Breakout and you, whether written or oral.

23. COMMUNICATIONS

When you communicate with us electronically, such as via e-mail and text message, 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.

24. ASSIGNMENT

Breakout may assign its rights and obligations under these Terms of Use and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms of Use 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 Breakout.

25. OPERATION OF SERVICE; AVAILABILITY OF PRODUCTS AND SERVICES; INTERNATIONAL ISSUES

Breakout controls and operates the Service from its U.S.-based offices in the U.S., and Breakout makes no representation that the Service is appropriate or available for use beyond the U.S. 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. The Service may describe products and services that are available only in the U.S. (or only parts of it) and are not available worldwide. 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 Use of the Convention on Contracts for the International Sale of Goods.

26. FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any of our obligations under these Terms of Use or in providing the Service, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

27. 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 home page of the Service, 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 [email protected] with copy to [email protected].

All other feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: [email protected].