Terms of Use

Effective Date : January 05, 2021

Last Updated On : June 07, 2021

Welcome to the BreakOut platform at www.breakout.fm and the associated mobile application (collectively the “App”).  The App is operated by Breakout Global Technologies, Inc. (“we”, “us” or “BreakOut”).  By accessing or using the App or by registering individually or on behalf of your organization as a member of the App you (you are referred to hereafter as “User”, “you” or “your”) signify that you have read, understand and agree to be bound by these Terms of Use, whether or not you are a registered member of the App.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and we will indicate at the top of this page the date upon which the most recent version of these terms became effective. Your continued use of the App after any such changes constitutes your acceptance of the new Terms of Use.

If you do not agree to abide by these or any future Terms of Use or the Privacy Policy, do not use or access (or continue to use or access) the App. It is your responsibility to regularly check the App to determine if there have been changes to these Terms of Use and to review such changes.

Please read these Terms of Use carefully, as they contain important information regarding your legal obligations, remedies, and rights, including various limitations and exclusions.

Posting and Use of User Content

The App includes interfaces through which you can participate in audio discussions, audio networking, audio interactions, video interactions, post messages and content, and respond to the messages and content of others.  BreakOut does not assert any ownership over the information and content posted or uploaded by its members onto the App (“User Content”) and, except for the below license, you retain all rights that you may have in the User Content you post or upload. By posting User Content to the App you grant, and you represent and warrant that you have a right to grant, to BreakOut and our affiliates, subject to the terms of the Privacy Policy and for any purpose, a non-exclusive, transferable, fully paid, worldwide and perpetual license (with the right to sublicense) to use, copy, display, perform, distribute, translate, edit, and create derivative works based upon your User Content.

You acknowledge that you have read and that you agree to adhere to BreakOut’s Community Guidelines.  You may not post, transmit, or share User Content that you did not create on the App unless you own rights in such User Content or have permission to post such User Content from the owner of such content. You understand and agree that the BreakOut may, but is not obligated to, review the App and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of BreakOut violates these Terms of Use, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the App or provide to BreakOut.

You agree not to disclose to any person or entity personally identifiable information about other members that you learn while using this App without the express consent of such member.  Of course, others are free to disclose personally identifiable information about themselves.  You may disclose information of a general nature (that could not identify the member who provided such information or whom such information is about) to third parties outside this App, subject to the below restriction on non-commercial use.

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect BreakOut’s systems and customers, or to ensure the integrity and operation of BreakOut’s business and systems, BreakOut may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content.  Please see the BreakOut Privacy Policy for more details.

In your communications with BreakOut, please keep in mind that unless we expressly request them, BreakOut does not seek any unsolicited ideas or materials, e.g. materials you authored (the “Unsolicited Ideas and Materials”), for products or services, or even improvements to products or services, such as ideas, concepts, inventions, or designs for scientific tools or otherwise.  Any information and materials you post on or send to us via the App (regardless of whether we have requested them or not) are deemed Unsolicited Ideas and Materials and are licensed to us as set forth below.  You agree that (a) your Unsolicited Ideas and Materials will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) BreakOut does not assume any obligation of any kind to you or any third party with respect to your Unsolicited Ideas and Materials.

By providing Unsolicited Ideas and Materials to us or others via the App or via any associated app, you hereby grant to BreakOut a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Unsolicited Ideas and Materials (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.  Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Unsolicited Ideas and Materials and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Unsolicited Ideas and Materials for any purposes whatsoever, including developing, producing, and marketing products and/or services.  In order to further effect the rights and license that you grant to BreakOut to your Unsolicited Ideas and Materials, you also hereby grant to BreakOut, and agree to grant to BreakOut, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content and Unsolicited Ideas and Materials, without any obligation or remuneration to you.  Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Unsolicited Ideas and Materials, 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 herein.

Proprietary Rights in App

All content on the App (other than your User Content), including designs, computer code, text, graphics, pictures, video content, music, podcasts, other audio content, and other works and their selection and arrangement (collectively, the “App Content”) is the property of BreakOut, its licensors, or other Users.  You agree not to modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell any User Content 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 User Content that you legally post on the App. You are granted a limited license to (a) access and use the App and the App Content in accordance with these Terms of Use, including any member areas to which you have properly gained access; and (b) access, stream, download, and use on your device App Content made available in or otherwise accessible through the App, strictly in accordance with these Terms of Use.  Except for your own User Content, you may not upload or republish App Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the App Content is strictly prohibited. Such license does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights.

You agree that you will not:

(a)  copy the App or any associated application, except as expressly permitted by the license in these Terms of Use;

(b)  modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App;

(c)  reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; or

(f)  remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App.

BreakOut’s Reservation of Rights.  You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under these Terms of Use, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. BreakOut and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Use.

Wireless Features

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

You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties.  Further, we may collect information related to your use of the Wireless Features.  If you have registered via the App or via an associated app for Wireless Features, then you agree to notify BreakOut of any changes to your wireless contact information (including phone number) and update your accounts for the App to reflect the changes.

Geographic Restrictions. BreakOut is based in the state of Massachusetts in the United States. You acknowledge that you may not be able to access all or some of the App Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the App Content from outside the United States, you are responsible for compliance with local laws.

Updates. BreakOut may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that BreakOut has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the Internet either:

(a)  the App will automatically download and install all available Updates; or

(b)  you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of these Terms of Use.

User Conduct

You shall not post, upload, transmit or share any information or other content on the App that:

is false, inaccurate or misleading;

is obscene or indecent;

infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;

is defamatory, libelous, threatening, abusive, hateful, or contains pornography;

contains unsolicited or unauthorized advertisements, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

contains any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or

the speaker explicitly stated was to be treated as “off the record” or “in confidence”.

You shall not record or breach any portion of a conversation without the expressed consent of all of the speakers involved.

You shall not interfere with other members’ use and enjoyment of the App (for example, by harassing, threatening or stalking another participant of a chat room, forum, seminar, or threaded message, including the use of expressions of bigotry, racism, hatred, or profanity). You may not use the App to conduct any activity that is illegal or violates the rights of others, provide instructional information about illegal activities, or promote physical harm or injury against any group or individual.

You shall not use, frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including the images found at this App, the content of any text or the layout/design of any page or form contained on a page) of BreakOut without BreakOut’s express written consent in advance.

You shall not solicit personal information from any other user or solicit passwords from any other user. You shall not use contact information provided by users, or collect email addresses of other information about our users, to facilitate the sending of unsolicited bulk communications such as SPAM or SPIM or allow others use of your registration account to take such actions.

You may not use any robot, spider, scraper, automated scripts or other automated means to access the App or content or services provided on the App for any purposes. You may not post content on the App that contains any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You shall not attempt to make the App unavailable through denial-of-service attacks or similar means or use the App in a manner that could damage, disable, or impair the App.

BreakOut may remove any content that you upload or post at the App or disable your access to the App at any time, for any or no reason, and without notice to you.

Membership Registration

You agree to provide accurate and complete information about you as may be prompted by any registration forms on the App. To the extent such information about you changes, you agree to promptly update such registration information with the App to keep it accurate, current and complete. You shall not register for more than one User account or impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity.

You are responsible for maintaining the confidentiality of your member password and login, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your membership privileges may be suspended temporarily or terminated. You agree to immediately notify BreakOut of any unauthorized use of your membership password or login.

Privacy

You agree that you have read, understood and accept the terms of BreakOut’s Privacy Policy. This policy governs the collection, use and sharing of personal and non-personal information from you when using the App.

Your Linking to App

You are granted a limited, non-exclusive right to create a hyperlink to the BreakOut website and the login page for the App, provided such link does not portray BreakOut or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and does not create the appearance of affiliation with or sponsorship by BreakOut. You may not use any logo or other proprietary graphic or trademark of BreakOut to link to any page of this App without the express written permission of BreakOut. This limited right may be revoked at any time.

Links to Other Websites

The App may contain links to other websites that are not under the control of BreakOut. The inclusion of any link does not imply endorsement by BreakOut of such site and BreakOut is not responsible for the content of such linked sites. If you decide to leave the App and access a third-party website, you do so at your own risk.

Registration Termination

You agree that BreakOut may, with or without cause, immediately terminate your BreakOut registration and access to the App (including to User Content you may have posted) without prior notice. Without limiting the foregoing, the following may lead to a termination by BreakOut of a member’s registration and access to the App:

breaches or violations of these Terms of Use or other BreakOut agreements including the Community Guidelines

requests by law enforcement or other government agencies

a request by you (self-initiated membership cancellation)

unexpected technical issues or problems

extended periods of inactivity

BreakOut has no obligation to maintain, store, or transfer to you information or data that you have posted on or uploaded to the App.

Fees

BreakOut reserves the right to from time to time change the terms of this Agreement and charge for registration and/or to provide additional optional services for a fee.

Disclaimer of Warranties

THE APP IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BREAKOUT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, BREAKOUT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BREAKOUT OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP, THE APP CONTENT OR OTHER USER CONTENT FOR:

(a)        PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b)       DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO ACCESS AND USE THE APP.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless BreakOut, its officers, employees, agents, subsidiaries, affiliates and other partners, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from your use of the App or your violation of these Terms of Use.

Comments and Suggestions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the App or the service provided on the App (“Comments”), provided by you to BreakOut are non-confidential and that BreakOut shall be entitled to the unrestricted use and dissemination of these Comments for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Digital Millennium Copyright Act

Notification: If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information:

an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our App

a description of the location on the App of the allegedly infringing material(s); (iv) your address, telephone number, and email address

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

a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

BreakOut’s designated Copyright Agent for notice of claims of infringement is:

Breakout Global Technologies, Inc.
615 Channelside Drive, Suite 207
Tampa, Florida 33602

Email: [email protected]

Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to BreakOut’s customer service through [email protected] You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.

Counter-Notification: If you believe that any User Content of yours that was removed is not infringing, or that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, to post and use the material in your User Content, you may send a counter notification containing the following information to the Copyright Agent:

your physical or electronic signature

identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled

a statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the material

your name, address, telephone number, and e-mail address, along with a statement that you consent to the jurisdiction of the federal court in Boston, Massachusetts and a statement that you will accept service of process from the person who provided notification of the alleged infringement

If a counter notification is received by the Copyright Agent, BreakOut may send a copy of such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, we may, in our sole discretion, reinstate the removed material or cease disabling such material.

In accordance with the DMCA and other applicable law, BreakOut will, in appropriate circumstances, terminate access, at BreakOut’s sole discretion, of any User that we find to be a repeat infringer of others copyrights.  BreakOut may also, in its sole discretion, limit or fully terminate access to the App of any user infringing the intellectual property rights of others, regardless of whether such User is a repeat offender or not.

Governing Law and Venue

These Terms of Use shall be governed by the laws of the Commonwealth of Massachusetts and the applicable federal laws of the United States of America. All disputes arising under, or in any way connected with membership in or use of the App, shall be litigated exclusively in the state and federal courts residing in the Commonwealth of Massachusetts, and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in Suffolk County in the Commonwealth of Massachusetts.

Miscellaneous Terms

“BreakOut” and the BreakOut logo are trademarks of BreakOut Global Technologies, Inc. You agree not to display or use these trademarks in any manner without BreakOut’s prior, written permission.

BreakOut may assign this agreement at any time. You may not assign or transfer this agreement.

If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

The failure of BreakOut to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in any that or any instance.

Effective Date

This version of the Terms of Use was posted on June 07, 2021.

Contact Us

If you have any questions or suggestions regarding these Terms of Use, please contact BreakOut at [email protected].