Terms of Service

The following Terms of Service (hereinafter referred to as “Terms”) represent a legally binding contract established between you, whether an individual or an entity acknowledging these Terms (“you”), and breakoutcontent.com and Breakout Content LLC (“Breakout Content,” “our,” or “we”). This contract pertains to your access and utilization of the Service (as defined later). Acceptance of all stipulated terms and conditions herein is a prerequisite for availing of the Service.

YOU MUST PERUSE THESE TERMS THOROUGHLY. BY SELECTING “I ACCEPT” OR BY ACCESSING OR UTILIZING THE SERVICE IN ANY FORM, YOU: (A) ACKNOWLEDGE THAT YOU HAVE GONE THROUGH, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND ANY OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN, INCLUDING, BUT NOT LIMITED TO, THE BREAKOUT CONTENT PRIVACY POLICY; (B) CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACKNOWLEDGING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT AND CERTIFY THAT YOU POSSESS THE NECESSARY ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF THE COMPANY OR ORGANIZATION AND BIND IT ACCORDINGLY. SHOULD YOU DISAGREE WITH THESE TERMS, PLEASE REFRAIN FROM ACCESSING OR UTILIZING THE SERVICE IN ANY FORM.

THESE TERMS MANDATE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS FOR DISPUTE RESOLUTION, INSTEAD OF JURY TRIALS OR CLASS ACTIONS, PURSUANT TO THE PROVISIONS OF DISPUTE RESOLUTION BELOW.

WE RESERVE THE RIGHT TO DENY ACCESS OR USE OF THE SERVICE FOR FAILURE TO COMPLY WITH ANY SEGMENT OF THESE TERMS. THESE TERMS ARE NOT VALID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

THE SERVICE

We operate an online service via the website located at breakoutcontent.com. This includes designated subdomains, other websites or applications as We may determine from time to time (referred to as the “Site”), and all features, content, tools, applications, application program interfaces, widgets, and other services available on the Site (collectively, the “Service”). This Service enables users to leverage artificial intelligence for SEO, press relations (“PR”) and other marketing.

AMENDMENTS TO THE TERMS

We retain the exclusive right to alter or revise these Terms, either wholly or partially, at any given time and solely at our discretion. We may start charging fees for utilizing the Service, which may have previously been offered free of charge, either for the Service in general or certain premium features or functionalities thereof. Any modifications or revisions to these Terms will be immediately effective upon posting to the Site, unless specified otherwise in the updated Terms. Your sustained access and use of the Site or Service indicate your acceptance of these Terms and any changes or revisions thereof. It’s recommended that you review these Terms and the Privacy Policy regularly to comprehend all terms, conditions, and policies applicable to your access and use of the Site and Service.

ACCESS TO THE SERVICE

Subject to your compliance with these Terms, We grant you a personal, revocable, limited, non-transferrable, and non-exclusive right to access and use the functionalities of the Service, exclusively for your personal use and non-commercial purposes. We can suspend or terminate your access to the Service or any part thereof at any time and for any reason, especially if We determine that you have violated these Terms. We reserve the right to modify, discontinue, or substitute the Site, the Service, or any Subscription (as defined later) or any portion thereof at any time in our sole discretion and without prior notification to you. If you wish to use the Service for commercial purposes, please sign up for one of our paid plans.

USER ACCOUNTS

To access and use the Service or specific features thereof, you may need to create a user profile and user account (hereinafter referred to as a “User Account”). You must provide accurate, current, complete, and truthful information as prompted by the relevant registration form, and you are responsible for keeping such information updated. You bear the responsibility and liability for all activities conducted through your User Account, irrespective of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords, and other credentials associated with your User Account and must promptly notify Us of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will fully cooperate with Us and take all actions We reasonably deem necessary to maintain or enhance the security of the Service, the Site, or Our computing systems and networks. We are not and shall not be held responsible for any loss or damage to you arising from your failure to comply with the Terms.

USER-GENERATED CONTENT

Your Content Contribution: Our Service might you to directly upload or link audio-visual components, such as images, videos, and audio files, to craft Generated Content (further explained below). You retain absolute accountability for all the content you submit, either directly or through a URL. It’s your responsibility to ascertain the legality, accuracy, integrity, and appropriateness of such content. You must ensure your content does not violate any third-party intellectual property or privacy rights, does not promote misinformation, does not breach any laws, and does not contain harmful elements like malware or viruses. Moreover, if your Submitted Content involves any individuals, you affirm that you have procured the requisite permissions. Importantly, by providing a URL, you confirm that you own the copyright or have the necessary rights for any images or text at the URL, and you permit us to extract and use this content. PLEASE NOTE THIS DOES NOT APPLY TO SUBMITTING COMPETITOR URLS FOR THE PURPOSES OF KEYWORD RESEARCH.

Community Contributions: Our Service might allow the viewing of content generated by other users, which we term as “Participant Content”. We neither control nor take responsibility for Participant Content, including its legality, relevance, precision, or wholeness. Your engagement with such content is purely at your own risk. We don’t scrutinize or endorse all Participant Content, and we’re not liable for any behaviors or content from our users. If you perceive any violations of our Terms by other users, particularly concerning Participant Content, you can report it to us at team@breakoutcontent.com.

THIRD-PARTY CONTENT

Engagement with External Content: As part of your interaction with our Service, you may be granted access to third-party images or content to facilitate your creation of Generated Content. Understand that the provision of Third-Party Content is purely discretionary, with availability potentially subject to geographic limitations. We neither make guarantees about nor assume liability for the accuracy, availability, quality, or suitability of any such Third-Party Content. We hold the rights to modify, suspend, delete, or restrict access to any Third-Party Content, without any obligation of prior notification or subsequent justification to you.

Constraints and Compliance: The Third-Party Content may be safeguarded by copyright or other intellectual property laws and agreements, and could be subject to the terms of use of the third-party provider. You pledge to adhere to all such terms of use, licenses, and other restrictions concerning the Third-Party Content. You understand that you do not gain any ownership or rights to the Third-Party Content beyond the limited usage rights outlined here. You agree to indemnify us and protect us from any liabilities, losses, or costs ensuing from your breach of any Third-Party Content Terms or any prevailing laws or restrictions concerning Third-Party Content.

GENERATED CONTENT

Formation of Generated Content: The Service might permit you to leverage Third-Party Content and/or Submitted Content to assemble a compilation of diverse forms of content such as images, videos, and text. This aggregated content is herein referred to as “Generated Content.” Generated Content may be displayed in multiple output formats, including but not limited to, Portable Document Format (PDF). By creating any Generated Content, you represent, warrant, and covenant that the content abides by all applicable laws, does not infringe upon the rights of any third party, and is in compliance with the Terms of Service.

Dissemination of Generated Content: The Service may offer options to download your Generated Content or share it within the Service or external social media or similar platforms. Any usage of the Generated Content, including any transmission or downloading, falls entirely under your responsibility. You are only permitted to use Generated Content for personal, non-commercial purposes and it should be in accordance with these Terms and applicable law. If you decide to share Generated Content on a third-party platform, you are responsible for complying with the terms and conditions of such platform. You agree to indemnify us and hold us harmless from any liabilities arising from your usage of Generated Content.

OUR COMMITMENTS

Understand that we neither monitor nor regulate any communications or content (including Submitted Content, Participant Content, Generated Content, and Third-Party Content) transmitted or posted through the Service, and we are not responsible for such content. However, we may, at our discretion, review and remove any content that violates these Terms, appears hazardous, objectionable, or exposes us or any of our licensors, service providers, or other users to potential danger or liability.

ENCOUNTERING OFFENSIVE MATERIALS

By utilizing the Service, you comprehend and acknowledge that there is a possibility of encountering content, such as Third-Party Content and Participant Content, that might be considered offensive, indecent, or objectionable, identified or unidentified as containing explicit language, referred to as “Objectionable Materials”. Despite our implementation of reasonable technical and operational safeguards to limit the availability and spread of Objectionable Materials via the Service, these safeguards might not be entirely efficient in all scenarios, and occasionally may fail to accurately identify and/or restrict the display of Objectionable Materials. Moreover, recognizing that the determination of what constitutes Objectionable Material varies among individuals, we cannot ensure that our criteria align with the opinions of all users. Consequently, you accept that any use of the Service is entirely at your risk, and that we shall bear no responsibility towards you for any content that might be considered as Objectionable Material.

RESTRICTED ACTIVITIES

You commit to access and use the Site and the Service strictly for your personal, non-commercial use, and in compliance with all applicable law. If you wish to use the Service for commercial purposes, please sign up for a paid plan. You shall not, and shall not attempt to: (i) mirror, frame, copy, reproduce, modify, decompile, disassemble, create derivative works from, or reverse engineer the Site, the Service, or any related software or materials, barring instances where applicable law prohibits or restricts such restrictions; (ii) retransmit, copy, modify, create derivative works of, sell, license, exploit, reuse, repost, broadcast, or otherwise distribute any content provided to you through the Site or the Service, including but not limited to, Participant Content; (iii) grant any third parties access to any aspect of the Service, or utilize any component of the Site or the Service for time sharing or similar purposes for the benefit of any third party; (iv) rent, lease, sell, or resell the Service; (v) eliminate any copyright or proprietary notices contained in the Site, in the Service, or in any output thereof or content available therethrough, including but not limited to, Third-Party Content; (vi) breach, disable, tamper with, or develop or use (or attempt to) any workaround for any security measure implemented or used by the Site or the Service; (vii) access or scrape the Site or the Service through any bot, web crawler, or non-human user; (viii) utilize (or permit a third party to utilize) the Site or the Service for any illicit purpose or for purposes of monitoring the availability, performance, or functionality of the Site or the Service, or for any other benchmarking or competitive purposes; (ix) misrepresent your identity; (x) harass or stalk any other Service user; (xi) attempt to gain unauthorized access to the Site, the Service, or any related systems, software, or networks; (xii) access the Site or the Service to build a competing product or service, or copy any features, functions, or graphics of the Site or the Service; (xiii) utilize the Site or the Service to transmit viruses or malicious code; (xiv) defraud or deceive any individual or entity, including any other Service user; or (xv) make use of, or take any other action regarding, the Site, the Service, or any component thereof in a manner that breaches applicable law or any provision of these Terms.

DURATION AND TERMINATION

These Terms continue to apply in full force for the duration that you use or have access to the Service. We reserve the right to terminate or restrict your access to the Service, in whole or in part, for any reason, and without warning. We also reserve the right to discontinue or modify any part of the Site or the Service at any time. Any termination of these Terms does not affect any rights and obligations of the parties that have accumulated up to and including the termination date. Upon the termination of these Terms, you will remain responsible for any accrued charges and amounts due as of the termination date, if any, and must immediately cease the use of the Site and the Service.

SUBSCRIPTION AND FEES

Subscriptions: Presently, we may offer limited complimentary access to our Service to some users. However, for enhanced features and access, referred to as a “Premium Service”, you may opt for a paid subscription basis, known as a “Subscription”. The benefits attached to any Premium Service are governed by the terms disclosed to you at the time of purchasing the Subscription through the Site.

Trial Period: Your Subscription might be preceded by a free trial period, referred to as a “Trial”. We retain the exclusive right to determine your eligibility for a Trial. If you qualify for a Trial, you may only use the features of the Premium Service included in your Trial, strictly for the duration of the Trial, and exclusively for assessing the potential of purchasing a Subscription. Once your Trial period expires, your access to the Premium Service will cease unless you have procured a Subscription as per the terms herein.

Termination: Unless otherwise expressly indicated in the terms presented to you at the time of purchase, you hold the right to terminate your Subscription at any point. However, such termination will only take effect following the expiration of your current subscription term. If you cancel your Subscription, you will still have access to the relevant Premium Service(s) as per your Subscription for the remaining term. WE DO NOT OFFER REFUNDS OR CREDITS IN RELATION TO PREMIUM SERVICES OR ANY SUBSCRIPTION, INCLUDING PARTIALLY USED SUBSCRIPTION TERMS. To may cancel your subscription at any time through your account page on the Site.

Payment Method: To purchase any Subscription or Premium Service, you must possess a valid credit card, debit card, or another payment method acceptable to us or as specified by us, known as a “Payment Method”. By setting up a User Account and providing your Payment Method to us during registration or otherwise, you expressly authorize us to charge any Subscription purchases to the Payment Method you provided at registration (or to a different Payment Method if you update your Payment Method information in your User Account or provide us with a different Payment Method at check-out). Please be informed that prices and fees, including Subscription fees, are subject to change at any time upon posting. ALL SUBSCRIPTION FEES AND OTHER CHARGES ARE NON-REFUNDABLE AND FULLY EARNED UPON PAYMENT.

Taxes: The fees outlined in these Terms or otherwise applicable to your use of the Service or any Premium Service do not include taxes, duties, levies, tariffs, and other governmental charges, which include, but are not limited to, VAT (collectively referred to as “Taxes”). You are accountable for payment of all Taxes and any associated interest and/or penalties resulting from any payments made under this agreement, excluding any taxes based on our net income.

Promotions: Occasionally, we may offer promotions on the Site or in relation to the Service, which may influence pricing and are regulated by terms and conditions separate from these Terms. In the event of a discrepancy between the terms for a promotion and these Terms, the promotion terms will prevail.

PRIVACY

Handling of Personal Data: By acknowledging and agreeing that the information collected by Us is subject to our Privacy Policy, you consent to all actions we undertake with your information in accordance with our Privacy Policy when accessing or using the Site or the Service.

Management of User Information: In the course of using the Service, you may gain access to personal information of other users of the Service (“User Information”), through your participation in or use of public areas of the Service. You agree to utilize User Information strictly for the purpose for which it was made available. You are not permitted to disclose, sell, rent, or distribute any User Information to a third party for any purpose not directly connected with your use of the Service. Marketing use of User Information through electronic or other means is also not allowed unless you have obtained the specific user’s consent.

INTELLECTUAL PROPERTY

Property Rights: The Site, the Service, and any Premium Services, along with all software and other technologies used to provide these, and all associated intellectual property rights, are and shall remain our exclusive property. No rights are granted to you beyond what is expressly stated herein.

Third-Party Content: Ownership of any Third Party Content displayed or accessed through the Service, including all intellectual property rights thereof, will remain with the respective third-party provider.

User Content: Subject to our License of User Content (explained below), you retain all rights, title, and interest in your Submitted Content and, barring any Third Party Content incorporation, your Generated Content.

License of User Content: You grant Us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, global right, and license to use, copy, disclose, sell, publish, broadcast, archive, store, publicly perform, display, reformat, transmit, and distribute your Submitted Content and Generated Content for the purposes of providing the Service and for other purposes as mentioned herein. You renounce all moral rights in your Submitted and Generated Content and certify that such rights have not been asserted elsewhere. Additionally, you warrant that you possess all necessary rights to grant the licenses to Us as per these Terms.

Feedback: If you provide Us with any suggestions, feature requests, evaluation results, feedback, or other input relating to any aspect of the Site or the Service (“Feedback”), you hereby agree to assign all right, title, and interest in and to such Feedback, including any intellectual property rights therein, to Us. We have the right to use such Feedback in any manner, including implementing it in the Site, the Service, and/or Our other technologies, products, and services, without any obligation to compensate you.

Data Usage: We reserve the right, without limiting our other rights herein, to collect, analyze, create, reproduce, and use any information, including usage information, we obtain in connection with these Terms, in the course of our regular business operations, which include but are not limited to (i) developing, operating, ensuring the integrity of data sets, algorithms, or other analytical tools, (ii) testing, integrating, optimizing, or improving our software and other products and services, and (iii) marketing, distributing, or making our products and services available to our customers.

THIRD-PARTY APPLICATIONS

Our Site and/or the Service might contain links to, use, or allow access to third-party applications and services, including Social Media Platforms and sites and services providing Third Party Content (“Third Party Services”), which are not under our ownership or control. Accessing third-party websites or Third Party Services is at your own risk. We urge you to read the terms and conditions and privacy policy of every third-party website or Third Party Service, including any Third Party Content Terms (“Third Party Terms”), that you visit or use. We do not control, and assume no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. We are unable to monitor, verify, censor, or edit the content of any third-party website or Third Party Service. By visiting or using a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such websites or Third Party Service. We are not responsible for such third parties or their products or services. Any activities and associated Third Party Terms are solely between you and the applicable third party.

DISCLAIMER OF WARRANTIES

The Website, Services, and any Extra Features are provided “AS IS” and “AS AVAILABLE” without any kind of warranties or conditions, and we disclaim all warranties, be they explicit, implicit, legal or otherwise, inclusive of but not limited to warranties of marketability, appropriateness for a specific purpose, title, and non-infringement of proprietary rights. Neither us, nor anyone associated with us, represents or warrants that the Website, the Services, or any Extra Features will be reliable, accurate, error-free, or uninterrupted, that defects will be corrected, that the servers hosting them are free of viruses or other harmful components, or that they will meet your needs or expectations. We also do not promise or guarantee that any content displayed, posted, generated, or otherwise made available through the Website, Services, or Extra Features will be accurate, complete, or reliable. You understand and agree that you are solely responsible for all risks associated with your use of our offerings.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICE AND YOUR CREATION OR USE OF ANY GENERATED CONTENT. YOU ACCEPT ALL RISKS ASSOCIATED WITH YOUR ACTIONS OR DECISIONS MADE IN RELATION TO THE WEBSITE, THE SERVICE, AND ANY RESULTS OR PRODUCTS DERIVED FROM THEM.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Breakout Content, their officers, directors, employees, agents, independent contractors, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms; any user content you post, submit or transmit through the Website or Services; your violation of any rights of any third party; and your use of the Website, its content, Services, and any services or items obtained through the Website. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this clause. In such event, you shall provide us with such cooperation as is reasonably requested by us.

LIMITATION OF LIABILITY

In no event shall we, nor our directors, employees, agents, partners, or suppliers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the services (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) the fees paid to us for the particular services during the immediately previous one month period, even if we had been advised of, knew, or should have known, of the possibility thereof. If you are dissatisfied with any portion of the Website or the Services, or with any of these Terms, your sole and exclusive remedy is to discontinue use of the Website and the Services.

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations may not apply to you. In those jurisdictions, our liability will be limited to the greatest extent permitted by law.

You agree that the disclaimers and limitations of liability in this section are reasonable and that they are a fundamental element of this Agreement. You understand that we would not be able to provide the Services without such disclaimers and limitations of liability, and agree that the terms will survive and apply even if found to have failed their essential purpose.

ADHERENCE TO DIGITAL MILLENNIUM COPYRIGHT ACT

We uphold and respect the legal rights of copyright owners, aligning our practices with the provisions of the Digital Millennium Copyright Act (outlined in Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you suspect that any content violates your intellectual property rights, we kindly request that you issue a notice of such infringement to us (referred to as a “DMCA Takedown Notice”) containing the details listed below:

1. A physical or electronic signature of the person authorized to act on behalf of the owner of the allegedly infringed exclusive right;
2. Precise identification of the copyrighted work that you claim has been infringed. In cases where multiple copyrighted works at a single online site are covered by one notification, a representative list of such works should be provided;
3. Identification of the material claimed to be infringing or the subject of infringing activity that is to be removed or disabled, alongside information reasonably sufficient for the service provider to locate the material;
4. Your contact information, such as an address, telephone number, and email address (if available), which will allow the service provider to reach out to you;
5. A declaration that you genuinely believe that the use of the material, in the manner complained of, is not authorized by the copyright owner, its agent, or the law; and
6. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. All DMCA Takedown Notices should be directed to: team@breakoutcontent.com. Please be aware that for us to take down any content, your DMCA Takedown Notice must fulfill all of the requirements mentioned in this Section.

TECHNICAL SUPPORT

Should you encounter technical issues while using our Service, feel free to reach out to us via email at team@breakoutcontent.com.

OPERATIONS BASED IN THE UNITED STATES

Our Service is facilitated by servers situated in the United States. Usage of our Service may be forbidden or restricted in some countries. If you access our Site or Service from outside of the United States, it is your responsibility to adhere to the laws and regulations of your respective territory. Particularly, if you are attempting to use our Site or Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations regarding personal data collection, usage, and disclosure that differ from United States laws, be advised that your continued use of the Site or Service, governed by U.S. law and these Terms (including our Privacy Policy): (i) results in your personal information being transferred to the United States; and (ii) signifies your consent to such transfer, to the applicability of United States and State of Florida laws regarding any dispute arising from or related to the Privacy Policy and your use of the Site or Service, and to the exclusive jurisdiction of the courts of the United States and the State of Florida.

DISPUTE RESOLUTION

We urge you to read this Section thoroughly, as it impacts rights you may otherwise possess. It stipulates that most disputes are to be resolved via individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section remains in effect even upon expiration or earlier termination of these Terms.

Informal Dispute Resolution: Before initiating any arbitration or other action against us, you agree to the following dispute resolution procedure: Should any controversy, claim, action, or dispute arise out of or relate to the Site, Service, or these Terms (“Claim”), you shall attempt to resolve such Claim in good faith by providing written notice to us describing the facts and circumstances of the Claim and allowing the receiving party 30 days in which to respond to or settle the Claim. Notice shall be sent to us at team@breakoutcontent.com. You agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against us.

Arbitration Agreement: If the parties do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued under the Informal Dispute Resolution procedure above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including its formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Site or Service shall be finally settled by binding arbitration administered by the American Arbitration Association on a confidential basis in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions.

Please note that you are giving up the right to litigate a dispute in court before a judge or jury. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

You and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

SEVERABILITY

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

JURISDICTION AND VENUE

These Terms and your use of the Site and Service will be governed by and construed in accordance with the laws of the State of Florida, applicable to agreements made and to be entirely performed within the State of Florida, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Miami-Dade County, Florida, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Terms.

INDEMNITY

You agree to indemnify and hold the company, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, independent contractors, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site or Service, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site or Service, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of the company. The company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

PLEASE NOTE: BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF FLORIDA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF FLORIDA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

ENTIRE AGREEMENT

The Terms of Use constitutes the entire agreement between you and the company regarding the use of the Site and Service, superseding any prior agreements between you and the company relating to your use of the Site or Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

MISCELLANEOUS

Accessibility of Services: You understand and accept that there may be instances when our Site or Services might not be available due to maintenance or other related activities. We pledge to make reasonable attempts to inform you about any such non-availability in advance, but we won’t be held accountable for any planned or unplanned non-availability or service interruptions.

Content Preservation: You acknowledge and accept that we do not offer content back-up or preservation services. The responsibility of creating back-ups and archives for any Submitted Content or Generated Content rests solely with you. Upon termination of your access to or use of the Service, we hold the right to eliminate any Submitted Content or Generated Content without issuing any notice or bearing any liability towards you.

Transfer of Terms: Without our express written permission, you may not transfer these Terms or any rights or obligations contained in them to anyone else. Any attempt to do so that violates this clause will be null and void. However, we have the liberty to assign these Terms. These Terms will apply to the involved parties and their approved successors and assigns. A person not party to these Terms does not have the right to reap benefits from or enforce any of these Terms, unless explicitly mentioned otherwise.

Force Majeure: We shall not be held accountable for any delays or failures in performing our obligations under these Terms if such delays or failures stem from causes beyond our reasonable control.

Notifications: Unless stated otherwise, any notice under these Terms must be in writing and delivered via email, and will be considered given upon transmission. You can send notices to us at team@breakoutcontent.com. We will send notices to you at the email address tied to your User Account or any email address you provide us while using the Service. For the purpose of contract, you agree to receive communications from us in an electronic format and you accept that all terms and conditions, agreements, notices, disclosures, and other communications we deliver to you digitally fulfill any legal obligation that these communications should be in writing.

California Residents: If you are a resident of California, you can file a complaint with the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs either by phone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.