Welcome to breakroomapp.com, the website and online service of Johto, Inc. (“Breakroom,” “we,” or “us”). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the “Service”).
Please read these Terms of Use carefully before you start using Breakroom. By using Breakroom, you accept and agree to be bound by and abide to these Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in the Breakroom’s Privacy Policy, located at https://breakroomapp.com/privacy, whether or not you are a registered user of our Service. If you do not want to agree to these Terms of Use, then please exit Breakroom and cease any further use or access of Breakroom.
If you do not agree to these Terms, including the binding arbitration clause in Section 16 below, please discontinue using the Services. By using the Services, you agree to be bound by these Terms. This Agreement applies to all visitors, users, and others who access the Service, whether on behalf of a company or on their own individual behalf (“Users”).
If you are an employer, company, organization, or other entity, who purchased a subscription to the Breakroom Service from a third party authorized by Breakroom to sell such subscriptions (“Reseller”), then in addition to any terms and conditions related to your use of the Service pursuant to any agreement between you and the Reseller, this Agreement contains the terms and conditions that govern your access to and use of the Service. You expressly acknowledge and agree that (a) Breakroom shall have the right to enforce this Agreement against you; and (b) with respect to your access to and use of the Service, this Agreement supersedes any and all agreements between you and the Reseller.
1. Use of Our Service
A. Eligibility
This is a contract between you and Breakroom. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Breakroom, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. Any use of or access to the Service by anyone under 18 is only permitted with the express written permission of such individual’s legal guardian, and, if necessary, you represent and warrant that you have received such permission. The Service is not designed for use by or in connection with anyone under the age of 18, and you accept all responsibility that may arise from your use of the Service in connection with any minors. The Service is not available to any Users previously removed from the Service by Breakroom.
The Service is designed for use by employers, employees and individuals in the United States, except for those other countries expressly supported for the onboarding function as reflected in the Service. Other than for expressly supported international onboarding, you are not authorized to use the other features of the Service for employees not located in the United States.
B. Breakroom Service
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely as permitted by the features of the Service, which may vary by User. We reserve all rights not expressly granted herein in the Service and the Breakroom Content (as defined below). We may terminate this license or your access to the Service at any time for any reason or no reason.
C. Breakroom Accounts
Your Breakroom account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Breakroom account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Breakroom with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You acknowledge and agree that if you are opening a Breakroom account or otherwise using the Service as or on behalf of an employer company, organization or other entity, your employees who open employee accounts must and do separately agree to be bound by this Agreement.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Breakroom immediately of any breach of security or unauthorized use of your account. Breakroom will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings on your Profile Settings page. By providing Breakroom with your email address and/or mobile number, you consent to our using the email address and/or mobile number to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and/or mobile number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Profile Settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
D. Service Rules and Restrictions
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Breakroom servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Breakroom grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from breakroomapp.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) uploading, posting, hosting, or transmitting spam, chain letters, SMSs or other unsolicited email or messages; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents or any code of a destructive nature through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) verbally, physically or other abuse (including threats of abuse or retribution) of any other User or any Breakroom customer, employee, member, or officer; (xiv) reproducing, duplicating, copying, selling, reselling or otherwise exploiting any portion of the Service, use of the Service, or access to the Service without the express written permission by Breakroom; or (xv) modifying, adapting or hacking the Service or modifying another website so as to falsely imply that it is associated with the Service, Breakroom, or any other Breakroom service.
BY USING THE SERVICE YOU REPRESENT AND WARRANT UNDER PENALTY OF PERJURY THAT (I) YOU DO NOT WORK FOR A COMPETITOR OF THE COMPANY; AND (II) THAT YOU WILL NOT PROVIDE ANY INFORMATION GAINED FROM YOUR USE OF OR ACCESS TO THE SITE OR THE SERVICES TO A COMPETITOR OF THE COMPANY.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Breakroom Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. We shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. User Content
You retain ownership of the rights in the copyrighted content you contribute or post to the Services. By contributing content via the Services, you grant us a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to reproduce, distribute, and display your user content in order to provide the Services. You agree not to contribute or post content that (i) may create a risk of harm to any other person or company, (ii) may constitute a crime or tort, (iii) is unlawful, (iv) infringes the intellectual property rights of others, (v) is invasive of personal privacy or publicity rights, (vi) constitutes harassment or a threat to others, or (vii) contains information that you do not have a legal right to post under any contractual or fiduciary relationship, including information protected by trade secret laws or non-disclosure agreements. While we will do our best to create a tolerant and productive environment on Breakroom, you agree that you may see content on Breakroom that is offensive, inaccurate, or otherwise objectionable and that you shall not hold Breakroom in any way responsible for such content. You agree that your content may remain available on Breakroom even if your employment ends with your current employer, you leave an Organization, or if you delete the Breakroom app. However, you will be able to delete your content at any time while you remain on Breakroom.
3. API Terms; Third Party Software
Users may access the Services and their Breakroom account data via an API (Application Program Interface) and the Services may include access to certain third party software for which certain additional terms may apply (“Third Party Software”). Any use of the API and Third Party Software, including use of the API through a third-party product that accesses Breakroom, is bound by the terms of this Agreement, including, without limitation, the following specific terms:
4. Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Breakroom Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Breakroom and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Breakroom Content. Use of the Breakroom Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Breakroom under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Breakroom does not waive any rights to use similar or related ideas previously known to Breakroom, or developed by its employees, or obtained from sources other than you.
5. Free Trial License
If you register on Breakroom’s website for a free trial, either for small business or enterprise trial, Breakroom will make the applicable Service available to you on a trial basis at no charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service, or (b) the start date of any Paid Service subscription ordered by Customer for such Service, or (c) termination of the free trial by Breakroom in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these ToS by reference and are legally binding. Any data, including User Content, that is entered into the Service for processing during the free trial period, and any customizations made to the Service during your free trial period will be permanently lost to the Account Holder unless you purchase a subscription to the same Services as those covered by the free trial or exports such data, before the end of the trial period.
6. Paid Services
A. Billing Policies
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, located at https://dashboard.breakroomapp.com/billing, as we may update them from time to time. Breakroom may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion, including, but not limited to, changing the monthly subscription plan fees for the Service. Breakroom shall provide 30 days’ notice before any change to our pricing or payment terms by providing you notification of your current payment terms. Such notice may be provided at any time by posting the changes to the Breakroom website or the Service itself.
C. No Refunds
You may cancel your Breakroom account at any time; however, there are no refunds for cancellation. The Service is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, credit balances, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. In the event that Breakroom suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Breakroom Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. TeamTxt™ text messaging credits purchased through the Service are non-refundable and non-transferable. If you have unused credits when you cancel your account, those credits are not refundable or transferable.
D. Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible and pay any applicable taxes, levies or duties, if any, relating to any such purchases, transactions or other monetary transaction interactions.
E. Payments
Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. We reserve the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending Breakroom’s reasonable investigation of such breach. We also reserve the right to withhold payment or charge back to your account any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service.
If you dispute any payment made hereunder, you must notify us in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify Breakroom shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Breakroom. No other measurements or statistics of any kind shall be accepted by Breakroom or have any effect under this Agreement and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.
8. Cancellation and Termination
You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the “Billing” link from the navigation bar at the top right of the screen. Once you cancel your account or the Service, you will no longer have any access to your User Content or other account information.
User Content may be retained after cancellation. You may delete your account at any time by contacting us at developer@breakroom.com, but in some cases, we’ll delete it for you.
If an account is inactive for over six (6) months, it may be considered abandoned and we may (but have no obligation to) disassociate from your account or delete all stored content, messages, associations, and other information. Breakroom will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
Breakroom, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Breakroom service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We reserve the right to refuse service to anyone for any reason at any time.
7. Trademarks and Site Name Squatting
We reserve the right to reclaim site names or subdomains on behalf of businesses or individuals that hold legal claim or trademark on those names, or otherwise have an interest in such names. Accounts using business names and/or logos that that we determine, in our sole discretion, mislead or could mislead others will be subject to suspension at our discretion.
You may not engage in site name squatting. Accounts that are inactive for more than thirty (30) days may also be removed at Breakroom’s discretion and without further notice.
8. No Professional Advice
If the Service provides professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
9. Text Messaging and Consent
We use text messaging as part of our service.
Breakroom occasionally sends text messages using the short message service (“SMS”) to mobile devices. Our service provider delivers these text messages, which consist of administrative information, such as verification PINs, or invitations to join Breakroom.
We also provide Services that allow Employers to send SMS messages to their End Users (the “Employer-Initiated SMS Services”). Employers agree they will only use the Employer-Initiated SMS Services in compliance with these Terms and all other applicable laws and regulations of the jurisdiction from which Employer sends messages and in which Employer’s messages are received.
Employers represent and warrant to Breakroom that they have obtained on behalf of Breakroom all necessary rights and consents from End Users to enable Breakroom to communicate via text messages and push notifications to the cellular telephone number of End Users in connection with their use of the Breakroom.
End Users consent to accept and receive communications from Breakroom, including email, text, messages, calls, and push notifications to the cellular telephone number you provide to us when you join an Organization and/or create an account or update the contact information associated with your account. Such communications may include, but are not limited to invitations to join Breakroom, requests for secondary authentication, messages from your Employer and Organizations you are a member of, reminders and notifications regarding updates to your account or account support, and marketing and promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
All Employers and End Users may opt out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt-out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt out of text messages from Breakroom by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services. Breakroom does not guarantee that text messages will be sent or will arrive, and you agree that we shall not be liable for any failure for a text message to arrive or any other technical problems related to text message delivery.
10. Security
Breakroom utilizes physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. Third-Party Links, Third-Party Services, and Third Party Information
The Service may contain links to third-party materials and options to use the products or services of third-party providers that are not owned or controlled by Breakroom. Breakroom does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Breakroom’s Privacy Policy do not apply to your use of such sites. You expressly relieve Breakroom from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in the promotions of advertisers or the services of third-party providers found on the Service, including, but not limited to, the payment and delivery of goods are solely between you and such advertisers or third-party providers. You may be required by the third-party provider to accept its terms and conditions applicable to use of the third-party content, website, information, materials, or services and those terms (such as warranties) are solely between you and such third-party provider.
You agree that Breakroom shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers or third-party providers.
Breakroom reserves the right at any time to modify or discontinue, temporarily or permanently, your access to third-party links, third-party services, and third-party information (or any part thereof) with or without notice.
12. Vendors and Contractors
Breakroom may use vendors, contractors or other third-party service provides to help provide the Service to you, and we may change our use of such vendors and contractors at our sole discretion and without notice to you.
13. Indemnity
You agree to defend, indemnify and hold harmless Breakroom and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence or willful misconduct; or (vii) any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code.
14. No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BREAKROOM OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, BREAKROOM, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
BREAKROOM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND BREAKROOM WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. Limit of Liability
You can’t sue us for everything plus the kitchen sink.
To the extent permitted by law, we are not liable to you for any indirect, incidental, consequential, special, or punitive damages arising out of these terms, or your use or attempted use of the Services. To the extent permitted by law, our liability for damages is limited to the amount of money we have earned through your use of the Services. Under no circumstances will we be liable for loss associated with failure to provide accurate reporting of user activity, from losses caused by conflicting contractual agreements, or any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Services, your account, or the information contained therein.
For this clause “we” and “our” include our affiliates, officers, directors, employees, agents, and third-party service providers.
16. Governing Law and Dispute Resolution
If we have a disagreement, let’s talk about it first. If that doesn’t work, we both agree to go to arbitration instead of court.
“Disputes” are defined as any claim, controversy, or dispute between you and Breakroom, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Breakroom that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
General. You and Breakroom agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
16.1 No Class Actions
ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST BREAKROOM.
16.2 Governing Law
These General Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
16.3 Informal Dispute Resolution
Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or Breakroom agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Breakroom should be sent to developer@breakroomapp.com. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may elect, in writing sent to the other party, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. If either party elects small claims court, the dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City and County of San Francisco, California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
16.4 We Both Agree to Arbitrate
You and Breakroom agree to resolve any Disputes through final and binding arbitration.
16.5 Opt-out of Agreement to Arbitrate
Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt Out”) at developer@breakroomapp.com within thirty (30) days after you create a Breakroom account or we first provide you with the right to reject this provision. You must provide your name, address, phone number and the email address(es) you used to sign up and use the Services. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.
A. Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Breakroom. For any dispute with Breakroom, you agree to first contact us at developer@breakroomapp.com and attempt to resolve the dispute with us informally. In the unlikely event that Breakroom has not been able to resolve a dispute it has with you after sixty (60) days, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (“Arbitrator”) by the American Arbitration Association (AAA) (https://www.adr.org) according to the Section and the Commercial Arbitration Rules for that forum. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies.
You and Breakroom will agree to an Arbitrator within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. The Arbitrator will be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are enforceable, unconscionable, or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Any arbitration hearing will occur in San Francisco, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference.
In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Breakroom also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.
B. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Breakroom ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
17. General
A. Feedback
From time to time, you may submit ideas, comments, suggestions, recommendations, opinions, bug reports, and enhancement requests relating to the Service (collectively, “Feedback”) to Breakroom. Breakroom may freely use or exploit this Feedback in connection with the Service without any obligation to you or your Users. If for any reason it is further needed, you hereby grant Breakroom a perpetual, non-revocable, royalty-free, assignable, sub-licensable, worldwide license to use and/or incorporate such Feedback into any Breakroom product or service at any time at the sole discretion of Breakroom.
B. Beta Program Participation
From time-to -time, we may make a Beta Program available to you at no charge. A Beta Program will provide you with early access to and use of new or modified services, features, or functions within the Service. You may choose to use Beta Program in your sole discretion. Unless otherwise stated or communicated to you, any Beta Program period will expire upon the date that a version of the Beta Program becomes generally available without the applicable designation as a Beta Program (or as a pilot, limited release, non-production, early access, evaluation, or similar description ). Breakroom may discontinue a Beta Program at any time in its sole discretion and may never make it generally available. Beta Programs are provided on an “AS IS” and “AS AVAILABLE” basis. Breakroom will have no liability for any harm or damage arising out of or in connection with a Beta Program.
C. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Breakroom without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
D. Notification Procedures and Changes to the Agreement
Breakroom may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Breakroom in our sole discretion. Breakroom reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Breakroom may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.
E. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Breakroom in connection with the Service, shall constitute the entire agreement between you and Breakroom concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
F. Force Majeure
Neither party will be liable to the other for any delay or failure to perform its obligations hereunder (other than for the payment of amounts due) if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including acts of God, floods, fires, pandemic, or loss of electricity or other utilities.
G. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Breakroom’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
H. Contact
Please contact us at developer@breakroomapp.com with any questions regarding this Agreement.
This Agreement was last modified on January 25, 2024
