Breadcrumbs.IO, Inc. TERMS OF USE

Last revised: July 10, 2020

Welcome to Breadcrumbs.io.

The following terms and conditions govern all use by you of the website located at https://www.Breadcrumbs.io/ (the “Website”), including all of the materials, documents, text, images, graphics, animation, videos and other information and content included in or available at the Website (“Content”), and all access to and use of any subscription services offered through the Website on a paid or free trial basis (“Subscription Service”) . The Website, Content, Subscription Service and any other services provided at the Website are collectively referred to as the “Service.” The Service is owned and operated by Breadcrumbs.io, Inc. (“we,”us” or “Breadcrumbs”). In these terms and conditions, we’ll refer to you, an individual or entity using the Service or purchasing a Subscription Service for use by individuals you designate (e.g., an employee, representative, consultant, contractor or agent of Customer who is authorized to access and use the Services for Customer’s benefit through the individual’s unique registered Account), as “you,” “Customer” (with respect to an entity), or “Authorized User.” 

The Service is offered and provided subject to acceptance of all of the terms and conditions contained herein (“Terms of Use”) in addition to any Breadcrumbs-approved form or online subscription process by which you agree to subscribe to the Services, typically completed through our online payment process (an “Order”).  The Terms of Use shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published at the Website by Breadcrumbs from time to time (collectively, “Policies”), including without limitation, the Breadcrumbs Privacy Notice that describes our collection and use of personal data in connection with Customer’s and Authorized Users’ access to and use of the Services. The Terms of Use, any Order(s), and Policies are collectively referred to as the “Agreement.”

The Service is available only to individuals who are at least 18 years old, who are acting for themselves or in their capacity as an employee or representative of a business entity or other organization (in which case you represent and warrant that you are authorized to agree to the Agreement on behalf of yourself and such entity or organization). Breadcrumbs may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO DO SO, THEN DO NOT REGISTER FOR, ACCESS OR USE THE SERVICE. COMPLETING ANY REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THE TERMS OF USE, WITHOUT MODIFICATION.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 17) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. Changes to these Terms of Use.

We may translate this Agreement into other languages for your convenience. Nevertheless, the English version governs your relationship with us, and any inconsistencies among the different versions will be resolved in favor of the English version available here. We may also update the Agreement from time to time. If we materially update any portion of the Agreement, we will notify you, at the email address provided in your Account profile, or other reasonable means (for example, by posting a notice on our website) before the date the update becomes effective. We will also post the updated Agreement in its original location marked with the new date. Changes will not be retroactive nor affect your current term of your subscription (the “Subscription Term”). Your renewal of your Subscription Term after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms. 

2. Registration and Accounts.

A. Registration Requirements. 

From time to time, at our sole discretion, Breadcrumbs may make all or any part of the Service available only to registered users (such as, for example, to apply for, subscribe or gain access to various information services or employment opportunities). You may elect to register or not, at your discretion. The registration process may require you to provide your name, company name, address, telephone number, email address and certain additional personal data or other information (such as, for example, your preferred contact method and businesses that are of interest to you). An account registered with Breadcrumbs through the Website is referred to as an “Account.”

B. Account Administrators.

If you are registering an Account as an administrator of the Service on behalf of a business, organization or other legal entity, (a) you represent and warrant that you have the authority to legally bind that entity and to grant us all permissions and licenses provided in this Agreement; (b) the words “you” and “your” used in this Agreement mean the entity registering the Account, in addition to you, an individual Authorized User; (c) you are responsible for administering Customer’s access to the Services by adding and removing Authorized Users at the Customer’s direction; and (d) you shall not allow access to or use of the Services by anyone other than Authorized Users. 

C. Account Requirements. 

Authorized Users agree to: (a) not share your Account or transfer any part of it to anyone else; (b) provide accurate, current and complete information during the registration process and keep your Account up-to-date; and (c) keep your password secure and confidential. We reserve the right to refuse registration of, or cancel passwords that we deem inappropriate. You agree to notify us immediately of any unauthorized use of your Account and are responsible for anything that happens through your Account prior to closing it or reporting misuse to us. Customer is responsible for Authorized Users’ compliance with this Agreement, including for ensuring that Authorized Users maintain the confidentiality of their passwords and user names.

You consent to our using the email address you provide in your Account to send you Services-related notices, including any notices required by law, in lieu of communication by other means such as postal mail. We may also use your email address to send you other messages, such as changes to Service features, special offers, or Service-related newsletters. If you do not want to receive such email messages, you may unsubscribe as directed in the applicable communication. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. 

3. The Service

A. Your Right to Use the Service. 

We grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use and access the Service, for the term of these Terms of Use, or, for Subscription Services, for the applicable term described in your Order, subject to the terms of the Agreement. Your use of the Subscription Services includes the right to access all functionality available in the purchased services in accordance with the package(s) chosen on your Order, as of the effective date of such Order. 

B. Service Updates

We may enhance and modify the Service and introduce new Service from time to time but will provide you with notice of any changes to a Subscription Service to which you are subscribed, unless such changes are of minor nature with no material effect on our contractual obligations. We will not make changes to the Service that materially reduces the functionality you purchased for the applicable Subscription Term. To the extent we make available any new or different features, functionality or enhancements to the Service, we may market these separately and may require the payment of additional fees. You agree that we shall not be liable to you or any third party for any modification of the Service in keeping with this section. 

4. Fees and Payment Terms.

A. Subscription Services Fees.

For Subscription Services, unless otherwise provided in your Order, all fees (“Subscription Fees”) are payable by credit card or other payment method permitted by us from time to time, and you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term, at the start of the applicable billing period specified in your Order (i.e., monthly or annually). You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Except as otherwise specified in the applicable Order, Subscription Fees for the Subscription Term are non-refundable, including in the event of a suspension or termination pursuant to Section 11 (Term and Termination) below. In the event your usage increases over the limitations set forth in your Order, we reserve the right to charge or invoice you for the subscription package pertaining for your usage, on a prorated basis and less Subscription Fees you have already paid for the Subscription Term, commencing on the first day of the month of the Subscription Term in which the usage exceeded the applicable limit.

B. Payment Terms

Except as otherwise set forth in the applicable Order, you agree to pay any invoiced amounts within thirty (30) calendar days of the invoice date. We reserve the right to charge interest on late payments at the rate of 1.5% per month or 18% per annum, calculated on a monthly basis on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any payment is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, suspend your access to the Subscription Services until such amounts are paid in full.  All amounts payable under this Agreement will be made without setoff or counterclaim. You are responsible for all taxes, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (“Taxes”) imposed on the transaction or the delivery of Subscription Services, except Taxes based on our net income.

C. Free Trial Services

We will make Subscription Services to which you have subscribed on a free trial basis (a “Trial”) available to you until the earlier of: (a) the end of the then-current Trial period offered by us, (b) the start date of any paid Subscription Services you order, or (c) the date on which we elect in our sole discretion to terminate your access to the Trial (the “Trial Term”). You acknowledge and agree that the features and functionality of the Subscription Services may be limited during the Trial Term. In addition, any changes made to Customer Data (by you or for you) (as Customer Data is defined in Section 8.A. (License to Customer Data) below) during the Trial Term may be permanently lost unless you purchase a subscription to the same or upgraded Subscription Services to those covered during the Trial Term. We reserve the right to delete Customer Data following the Trial Term to the extent you do not purchase a paid subscription within seven (7) days following the end of the Trial Term.  

D. Usage Limitations

The Subscription Services may be subject to certain limitations (“Usage Rights”), such as, for example, limits on storage capacity for Customer Data, specific to the type of subscription you purchase. We will specify these limitations in the Order for the applicable subscription package. If we make modifications to these limits that would negatively impact you, these modifications will not apply to you until the start of your next Subscription Term, if any. If at any time we determine that you are exceeding the Usage Rights, we shall notify you and you shall bring your usage within the limits of such Usage Rights. If you fail to do so within thirty (30) days of receipt of our notice, we reserve the right to charge and you agrees to pay our then-current usage fees for such overage.

5. Privacy.

You understand that by using the Service you consent to the collection, use and disclosure of your personal data and aggregate and/or anonymized data as set forth in our Privacy Notice. Insofar as the Customer Data or other content submitted by you includes personal data (“Personal Data”), we will only use such Personal Data to provide the Services if such use complies with applicable data protection laws in accordance with our Privacy Notice. Each of us agrees (a) to comply with our own privacy Notice and all applicable local, state, federal, and international laws, rules, and regulations (“Applicable Law”) with respect to Personal Data included in the Customer Data, including with respect to our communications to persons or entities identified in the Customer Data; (b) to reasonably cooperate with the other, at each of our own expense, to ensure compliance, such as by providing each other information relating to our collection, use, and disclosure of personal data for or on behalf of the other party, and deleting consumer personal data within ten (10) days of receipt of a deletion request from the other party; and (c) except as required for Account registration and payment, to not submit, or cause to be submitted, any Customer Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information, personal data relating to a resident of the European Economic Area or personal data relating to an individual under sixteen (16) years of age, or any other information which may be subject to additional protections under applicable laws or regulations including, but not limited to, the Gramm-Leach-Bliley Act (GLBA) or the Health Insurance Portability and Accountability Act (HIPAA), the Children’s Online Privacy Protection Act (COPPA), or which could give rise to notification obligations under data breach notification laws, without the other party’s prior written approval. 

6. Acceptable Use of the Service.

As a condition of your access to the Service, you promise not to use the Service for any purpose that is unlawful or prohibited by the Agreement, or any other purpose not reasonably intended by Breadcrumbs, including the following:

A. Prohibited Activities.

You shall not use, or encourage, promote, facilitate or instruct others to use the Service for any illegal, harmful or offensive use, including:

  • accessing any content available through the Service through any technology or means other than those authorized by us through the Service, such as by robot, spider, scraper or other automated means or manual process, for any purpose not authorized in the Agreement;
  • interfering with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Service, or otherwise causing harm to the Service, such as attempting to mine information about users of the Service; 
  • attempting to gain unauthorized access to Accounts;
  • removing, circumventing, disabling, damaging or otherwise interfering with security or other preventive features of the Service;
  • using the Service to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature; 
  • taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; 
  • attempting to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service; 
  • exporting, re-exporting, importing, or transferring any part of the Service except as authorized by United States law, the export control laws of your jurisdiction, and any other Applicable Laws; or 
  • commercially exploiting the Service or making the Service available to any third party, other than to Authorized Users or as otherwise contemplated by this Agreement, or accessing the Service for the purpose of building a similar or competitive product; 
  • copying, translating, creating a derivative work of, reverse engineering, reverse assembling, disassembling, or decompiling the Service or any part thereof; or
  • partaking in any activity that, in our sole judgment, restricts or inhibits any other person from using or enjoying any aspect of the Service or exposes or may expose any users of the Service to harm or liability of any sort. 

B. Prohibited Content.

You shall not transmit, store, display, distribute or otherwise make available any Customer Data or other content through the Service that:

  • is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;
  • is defamatory, libelous, harassing, abusive, obscene, sexually explicit, pornographic, vulgar or offensive;
  • promotes discrimination, bigotry, racism, hatred, harassment or harm against, or is inappropriate towards any individual or group; 
  • is violent or threatening or promotes violence or actions that are threatening to any other person or animal; 
  • promotes illegal or harmful activities or substances; 
  • you do not have the permission from the content owner or individuals appearing in the content to post, free of charge; 
  • impersonates any person or entity, including any employee or representative of Breadcrumbs; 
  • seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; 
  • may constitute or contribute to a crime or tort; 
  • contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); 
  • creates a risk of any other loss or damage to any person or property; or
  • violates any other Breadcrumbs policy.

7. Third-Party Websites, Services and Other Users.

A. Third-Party Links & Ads.

The Service may permit you to link to other websites on the Internet and services, and/or display advertisements for third parties, and, other websites may contain links to the Services (collectively, “Third-Party Links & Ads”). Third-Party Links & Ads are not under Breadcrumbs’ control, and you acknowledge that Breadcrumbs is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of Third-Party Links & Ads. We provide access to Third-Party Links & Ads only as a convenience to you, and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

B. Third-Party Services.

Certain elements of the Service (or other online, web-based services or other business application subscription services that interoperate with or are used in connection with the Service) may be provided by third parties (“Third-Party Services”). Your use of any such Third-Party Services is subject to the terms of service governing such websites and services. You understand and agree that the availability of the Service, or certain features and functions thereof, is dependent on the corresponding availability of Third-Party Services or specific features and functions of Third-Party Services through which we make certain elements of the Service available. We are not responsible for any interruptions or issues with the Service caused by Third-Party Services, and make no representation or warranty regarding Third-Party Services, whether or not we recommend, certify, or otherwise approve a Third-Party Service for use with the Services. Your dealings with or participation with Third-Party Services are solely between you and the applicable Third-Party Service providers. You agree that we are not responsible for any loss or damage of any sort relating to your dealings with Third-Party Services, and that your Agreement and our Privacy Notice do not apply to your use of such Third-Party Services.

C. Other Users. 

Your interactions with other Service users are solely between you and such users. You agree that we are not responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.

8. Data.

A. License to Customer Data.

By using the Service, you grant us, our affiliates, and any Third-Party Services providers a limited, non-exclusive, royalty-free, worldwide, sublicenseable license to use and access all non-public content provided by you to us, including through Third-Party Services providers, to enable provision of the Services (“Customer Data”) as necessary to provide the Services to you, solely for your benefit and subject to the terms of this Agreement, including our confidentiality obligations. You are responsible for obtaining and providing relevant account information and passwords for any Third-Party Services from which the Services collect your account information or data. We will use commercially reasonable administrative, physical, and technical safeguards to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, given the risks inherent with the internet, we are not responsible or liable for failure to store Customer Data or other materials you may transmit through the Services, except to the extent required by Applicable Law and as noted in our Privacy Notice.  We recommend that you take measures to preserve copies of Customer Data. 

B. Your Responsibility for Customer Data.

By using the Service, including any products or services that facilitate the sharing of Customer Data to or from Third-Party Services, you understand that you are solely responsible for Customer Data. As between Breadcrumbs and you, you are solely responsible for the accuracy, quality, integrity, and reliability of all Customer Data and that you have the authorization needed to use Customer Data, and you assume all risks associated with the Customer Data, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal data you disclose. You represent and warrant that you or your Authorized Users own or have the necessary permissions to use, and authorize the use of, the Customer Data as described herein. 

C. Our Right to Remove Customer Data.

We have the absolute right to remove or disable access to any Customer Data through the Service as needed to (a) operate, secure and improve the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (b) ensure Authorized Users’ compliance with the Agreement (or any Breadcrumbs policy), Applicable Law, or an order or requirement of a court, law enforcement or other administrative agency or governmental body; or (c) as otherwise set forth in this Agreement. If we become aware of any Customer Data that allegedly violates this Agreement, we may investigate the allegation and determine in our sole discretion whether to act, but have no liability or responsibility to you to do so. You agree to cooperate with us in good faith, as we may reasonably request, in any investigation we choose to undertake. 

D. Breadcrumbs Data.

Though we have no obligation to do so, we may monitor use of the Service by all of our customers and use the data gathered in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or similar features of the Services. You agree that we may use and publish statistical and use data collected by us pertaining to your use of the Service (the “Breadcrumbs Data”) provided that such information does not incorporate any Customer Data or identify you. We retain all intellectual property rights in the Breadcrumbs Data.

9. Proprietary Rights.

A. What We Own.

As between you and Breadcrumbs, you acknowledge and agree that we (or our licensors) own any copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with Breadcrumbs, the Website, Content and all other aspects of the Service (with the exception of Customer Data), which are protected by copyrights, trademarks, service marks, trade secrets and/or other proprietary rights and laws. Unless and only to the extent expressly authorized by Breadcrumbs in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Service. However, unless the Website blocks you from doing so, you may print or download one copy of the Content for your internal records; provided, that you retain all copyright and other proprietary notices contained therein. Systematic retrieval of data or other Content to create or compile, directly or indirectly, a collection, database or directory without written permission from Breadcrumbs is prohibited. Except as expressly specified in the Terms of Use, no other license is granted (by implication, estoppel or otherwise), no other use is permitted and Breadcrumbs (and its licensors) shall own and retain all rights, title and interests in and to the Website, Content and all other aspects of the Service.

B. What You Own.

As between Breadcrumbs and you, Breadcrumbs acknowledges and agrees that you own the Customer Data. You grant to Breadcrumbs and our third party providers (including Third-Party Services providers), under all of your applicable intellectual property rights, a worldwide, non-exclusive, royalty-free, non-transferable, sublicensable license to use, reproduce, distribute, modify, perform and display the Customer Data solely in conjunction with the provision of the Services under this Agreement.  We agree not to disclose, disseminate, or make available Customer Data to third parties other than as needed to perform the Service or as otherwise provided in this Agreement. Additionally, you grant us the right and license to use your trade names, trademarks, service marks, trade dress, logos and other rights in indicia to identify you as a Breadcrumbs customer. 

C. Suggestions and Feedback

If you submit, upload or otherwise disclose or distribute information, data or other content of any kind (including without limitation, any feedback related to Breadcrumbs’ business) at the Website or otherwise through the Service, then you hereby: (a) grant and agree to grant to Breadcrumbs, its affiliates and our successors and assigns a perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense) to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit such content in any form and for any purpose, including without limitation, any concepts, ideas or know-how embodied therein; (b) represent and warrant to Breadcrumbs that you own or otherwise control all rights to such content and that disclosure and use of such content by Breadcrumbs (including without limitation, publishing content at the Website) will not infringe or violate the rights of any third party; and; (c) agree that such content will not be treated confidentially by Breadcrumbs.

10. Confidentiality.

Breadcrumbs and you agree to maintain the confidentiality of all Confidential Information disclosed to one another under this Agreement, and to only use the Confidential Information as specifically permitted by the terms and conditions of this Agreement. “Confidential Information” is information, in whatever form, not generally known or readily available to the public, and proprietary and confidential to the disclosing party, including, with respect to Breadcrumbs, the Breadcrumbs Data and all non-public features of the Service; and with respect to Customer, Customer Data. Confidential Information does not include any information that was previously known to the receiving party. Notwithstanding the foregoing, we reserve the right at all times to disclose any information as necessary to satisfy any Applicable Law, legal process or governmental request.

11. Term and Termination.

A. Term and Termination. 

Breadcrumbs may remove any Content or disable the Service (or terminate your access to all or any part of the Service) at any time, with or without cause, with or without notice, effective immediately (subject to Section 11.B. (Subscription Term and Renewal) below). You may discontinue using the Service at any time. Upon any termination or discontinuance, you will immediately cease using the Website, Content and other aspects of the Service.

B. Subscription Term and Renewal.

The initial Subscription Term for any Subscription Services specified in an Order shall begin on the effective date of your subscription as specified in the Order, and extend for a term of one (1) year, unless otherwise specified in the applicable Order.  You may not cancel your subscription before the expiration of the Subscription Term. A Subscription Term may be renewed upon mutual agreement of the parties and payment of the applicable Subscription Fee.

C. Termination and Suspension.

We may temporarily or permanently suspend access to the Service with respect to Customer or an Authorized User in the event that we suspect in good faith that Customer or an Authorized User is engaged in any conduct in violation of this Agreement, or has failed to make payment of the applicable Subscription Fee when due. In the event we suspend Customer’s Account, all Authorized User Accounts, including of Affiliates, will be likewise suspended. 

D. Effect of Termination of Subscription Term.

As long as you have paid all fees owed to us, if you make a written request to us within thirty (30) days after expiration of your Subscription Term, we will make your Customer Data available for download in CSV format or other agreed-to format. After such 30-day period, we shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in the Service or otherwise in our possession or under our control. In the event that we permanently suspend your Account during a Subscription Term pursuant to Section 11.C. (Termination and Suspension) above, you are not entitled to a restoration of your Account or any of your Customer Data. If we have suspended your individual Authorized User Account, you may not register a new Account or access and use the Services through an Account of another user. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.  Customer will not have any liability whatsoever to you for any termination of your rights under these Terms of Service, including for termination of your Account. 

12. No Warranties.

THE WEBSITE, CONTENT AND OTHER ASPECTS OF THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NEITHER BREADCRUMBS NOR ITS AFFILIATES REPRESENT OR WARRANT THAT: (A) THE SERVICE (INCLUDING THE CONTENT) WILL BE TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) THE SERVICE WILL NOT CAUSE  LOSS OR DAMAGE, FOR EXAMPLE, FROM YOUR RELIANCE ON THE CONTENT, THE INOPERABILITY OF THE WEBSITE, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE; OR (F) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS VOLUNTARY AND SOLELY AT YOUR OWN RISK. 

13. LIMITATION OF LIABILITY.

IN NO EVENT SHALL BREADCRUMBS OR ITS AFFILIATES (OR OUR OFFICERS, DIRECTORS AND EMPLOYEES) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND OUR REASONABLE CONTROL; (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL), OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF US$100, EVEN IF BREADCRUMBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BREADCRUMBS AND YOU.

SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

14. Indemnification.

You agree to defend, indemnify and hold harmless Breadcrumbs, our affiliates, officers, directors, employees and representatives from any and all claims, actions, demands, damages, liabilities, regulatory proceedings, costs (including settlement costs), and expenses (including reasonable outside attorneys’ fees and costs) arising from or in connection with (a) your use or misuse of the Service; (b) your access to or use of Third-Party Services; or (c) any other party’s access and use of the Services with your unique username, password or other appropriate security code. Breadcrumbs reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Breadcrumbs in asserting any available defenses.

15. International Use.

You expressly consent to the transmission, collection, storage, processing and use of Customer Data from, to and within the United States, in addition to the country where you are located (if not the United States). Breadcrumbs makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service (including with regard to the provision, collection or processing of data) is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.

16. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State California without regard to conflicts of law principles.  

17. Dispute Resolution.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. 

A. Initial Dispute Resolution 

We are available by email at  support@Breadcrumbs.io to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. 

B. Agreement to Binding Arbitration

If we do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is resolved, then either you or we may initiate binding arbitration. All claims arising out of or relating to this Agreement (including its formation, performance and breach), the scope of this arbitration clause, the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by AAA, in accordance with the AAA Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the AAA Arbitration Rules and Procedures. 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 your Agreement, including, but not limited to, any claim that all or any part of your Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a 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 this Agreement shall be subject to the Federal Arbitration Act. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. 

You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery and appeal, among others, may be more limited in arbitration than in court. 

C. Class Action and Class Arbitration Waiver

You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. 

D. Exceptions

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief (a) in a small claims court for disputes or claims within the scope of that court’s jurisdiction; and (b) for any disputes relating to intellectual property rights, obligations, or any infringement claims. 

E. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. 

F. Exclusive Venue for Litigation

You and we expressly consent to exclusive jurisdiction in of the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California, for any litigation other than small claims court actions. In the event of litigation relating to this Agreement or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under Applicable Law.

18. Compliance with Laws.

Breadcrumbs and you recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the services addressed in this Agreement do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

19.  Information or Complaints.

If you have a question or complaint regarding the Services, please send an e-mail to support@Breadcrumbs.io. You may also contact us by writing to Breadcrumbs.io, Inc., Attn: Armando Biondi, 2 Mint Plaza, Apt #404, San Francisco, CA 94103.  Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

20. Miscellaneous.

This Agreement (including each Order) contains the entire understanding between Breadcrumbs and you relating to the subject matter herein and supersedes all prior oral or written agreements between us. We reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. In the event of a conflict between the terms of this Agreement and an Order, the terms of the Order shall control, but only as to that Order. You may not assign or transfer your rights and benefits under this Agreement without our prior written consent, but we may assign or transfer this Agreement without restriction. Except as set forth in this Agreement, nothing in this Agreement shall be deemed to confer any rights or benefits on any third party. No waiver, amendment, modification or addition to this Agreement shall be valid unless in writing and signed by both you and us. In the event any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. To the extent allowed by Applicable Law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. Breadcrumbs and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the Breadcrumbs and Customer or any Authorized User. This is a non-exclusive arrangement.

21. Copyright and Trademark Notices.

Unless otherwise indicated, all Content and the Terms of Use are Copyright © 2020 Breadcrumbs.io, Inc. All rights reserved.

Breadcrumbs.io® is the registered trademark of Breadcrumbs.io, Inc. The names and logos of other companies, products or services mentioned at the Website or in any Content are the trademarks or service marks of their respective owners.

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If you have questions regarding the Terms of Use, you may contact Breadcrumbs at the following address:

Breadcrumbs.io, Inc.

Attn: Armando Biondi

2 Mint Plaza, Apt #404

San Francisco, CA 94103

Email: support@Breadcrumbs.io