Terms of Service 1 — BreakAway Data

BreakAway Data Athlete Terms of Service

Last Updated: 7 June 2022

Please read these Terms of Service (these “Terms”) and our Privacy Policy (LINK TO PRIVACY POLICY) (“Privacy Policy”) carefully because they govern your use of the website located at breakawaydata.com (the “Site”) and athlete performance, training data analytics and data visualizations services accessible via the Site and corresponding mobile application (“App”) offered by BreakAway Data, Inc. (“BreakAway”).

To make these Terms easier to read, the Site, our App and the services we provide to you and are collectively called the “Services”.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND BREAKAWAY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 26 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

Who we are and how to contact us
1. Our Site and our App are operated by BreakAway.
2. You can contact us by telephoning our customer service team at 760-434-9361 or by writing to us at info@breakawaydata.com.
Agreement to Terms.

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

Privacy Policy.

Please review our Privacy Policy, available at [LINK], which also governs your use of the Services, for information on how we collect, use and share your information.

Changes to these Terms or the Services.
1. We may update the Terms from time to time in our sole discretion. If we make any material changes to these Terms, we’ll let you know by email or via the App and.
2. It’s important that you review the Terms whenever we update them or you use the Services.
3. If you continue to use the Services after we have posted updated Terms, or after we have notified you of any material changes to the Terms (in accordance with Section 4.1) it means that you accept and agree to the changes.
4. If you don’t agree to be bound by the changes, you may not use the Services anymore.
5. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
We may make changes to our Site and our App.
1. We may update and change our site and our app from time to time. We will try to give you reasonable notice of any major changes.
We may suspend or withdraw our Site and our App.
1. Our Site and our App are made available free of charge, but contain in and out of App purchases for certain additional services provided by us (please see further at Section 15, below).
2. We do not guarantee that our Site or our App, or any content, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site and App for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
3. You are also responsible for ensuring that all persons who access our site or our App through your internet connection or on your behalf are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
Who May Use the Services?
1. You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory, which in the United Kingdom is 16 years old), and not otherwise barred from using the Services under applicable law.
2. For certain features of the Services, you’ll need an account.
3. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account.
4. To protect your account, keep the account details and password confidential, and notify us right away at support@breakawaydata.com of any unauthorized use.
5. You’re responsible for all activities that occur under your account. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
Feedback.
1. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
2. You may provide Feedback to us at feedback@breakawaydata.com, through the Services or through any other method.
Your Content.
1. Posting Content.
  1. Our Services may allow you to store or share your sports, training and/or performance-related data (including, but not limited to GPS data, weight room data, sensor data, and biomechanical information) and other content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video.
  2. Anything (other than Feedback) that is posted, stored or otherwise made available through the Services by or on behalf of you is referred to as “User Content”.
  3. BreakAway does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
2. Permissions to Your User Content.
  1. By making any User Content available through the Services you hereby grant to BreakAway a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, supporting, improving and providing the Services and other related technologies and products.
  2. For clarity, as between us and you, BreakAway will own any insights, metrics and other information derived or aggregated by BreakAway from any User Content and/or the content of other users of the Services.
3. Your Responsibility for User Content.
  1. You are solely responsible for all your User Content.
  2. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms.
  3. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by BreakAway on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. Removal of User Content. Where you delete your account with us, unless we need to retain it in order to comply with our legal obligations, we will make reasonable efforts to remove or delete your User Content from our systems. However, to the maximum extent permitted by law, we are not responsible or liable for failure to fully remove or delete any of your User Content from our systems. If any of your User Content contains personal data, then we will retain this in accordance with our Privacy Policy (available here [LINK]). You have a right to ask us to delete any personal information which we are holding about you in certain specific circumstances. You can ask us for further information on these specific circumstances by contacting us at support@breakawaydata.com
Content from other users.
1. Our Site and App may include information and materials uploaded by other users of the Site or our App.
2. This information and these materials have not been verified or approved by us. The views expressed by other users on our Site or our App do not represent our views or values.
How to complain about content uploaded by other users.
1. If you wish to complain about content uploaded by other users, please contact us on support@breakawaydata.com
BreakAway’s Intellectual Property.
1. We are the owner or the licensee of all intellectual property rights in our Site and our App. Those works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
Rights and Terms for App.
1. App License.
  1. Subject to your compliance with these Terms, BreakAway grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes.
  2. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
2. Apple App Store.
  1. This Section 13.2 applies to any App that you acquire from the Apple App Store or use on an iOS device.
  2. Apple has no obligation to furnish any maintenance and support services with respect to the App.
  3. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.
  4. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  5. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights.
  6. Apple and its subsidiaries are third-party beneficiaries of this Section 13.2, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 13.2against you as a third-party beneficiary thereof.
  7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  8. You must also comply with any applicable third-party terms of service when using the App.
General Prohibitions and BreakAway’s Enforcement Rights.
1. You may use our Site and App for lawful purposes only.
2. You agree not to do any of the following:
  1. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  2. Mirror or frame the Services or any individual element within the Services, BreakAway’s name, any BreakAway trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without BreakAway’s express written consent;
  3. Access, tamper with, or use non-public areas of the Services, BreakAway’s computer systems, or the technical delivery systems of BreakAway’s providers;
  4. Attempt to probe, scan or test the vulnerability of any BreakAway system or network or breach any security or authentication measures;
  5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by BreakAway or any of BreakAway’s providers or any other third party (including another user) to protect the Services;
  6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by BreakAway or other generally available third-party web browsers;
  7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  8. Use any meta tags or other hidden text or metadata utilizing a BreakAway trademark, logo URL or product name without BreakAway’s express written consent;
  9. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
  12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  13. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
    1. Impersonate or misrepresent your affiliation with any person or entity;
    2. Violate any applicable law or regulation; or
    3. Encourage or enable any other individual to do any of the foregoing.
3. BreakAway is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements.
4. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms.
5. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
6. We may disclose any information related to you, or your compliance with these Terms, to any law enforcement authorities where we: (a) reasonably consider that this is necessary in order to comply with our legal obligations; or (b) where we are required to do so by law.
Fees.
1. BreakAway may require payment of certain fees for use of the Services (or certain portions thereof) as will be communicated to you through the Services, including in the form of a monthly recurring subscription.
2. If such fees are communicated to you and you elect to proceed in signing up for the Services, you agree to pay such fees.
General.
1. When you make a payment to BreakAway (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction.
2. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”).
3. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges).
4. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
5. By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you.
6. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms.
7. All fees and applicable taxes, if any, are: (a) where you are based in the US, payable in United States dollars; or (b) where you are based in the UK, payable in pounds sterling.
Subscriptions.
1. If you purchase a recurring subscription to the Services you will be charged the applicable subscription fee communicated to you at the time of purchase, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your subscription period and each renewal period thereafter, at the then-current Subscription Fee.
2. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE BREAKAWAY TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.
3. If you purchase a subscription, we (or our third-party payment processor) will automatically charge you at the beginning of your subscription period and each renewal period thereafter, using the Payment Information you have provided until you cancel your subscription.
4. By agreeing to these Terms and electing to purchase a subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or BreakAway.
5. Your subscription continues until cancelled by you or we terminate your access to or use of the Services or subscription in accordance with these Terms.
Cancellation.
1. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR PREVIOUSLY PAID FEES AT ANY TIME. However, if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction.
2. Without limiting the foregoing, you may cancel your subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period.
3. EXCEPT AS SET FORTH ABOVE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.
4. To cancel, you can send an email to support@breakawaydata.com or cancel within the functionality of the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current subscription period.
5. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.
Links to Third Party Websites or Resources.
1. The Services (including the App) may allow you to access third-party websites or other resources.
2. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites.
3. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
Breach of these Terms.
1. When we consider that a breach of these Terms has occurred, we may take such action as we deem appropriate.
2. Failure to comply with the "Your Content" or "General Prohibitions" sections above constitutes a material breach of these terms and may result in our taking all or any of the following actions:
  1. Immediate, temporary or permanent withdrawal of your right to use our Services.
  2. Immediate, temporary or permanent removal of any contribution uploaded by you to our Site and our App.
  3. Issue of a warning to you.
  4. Legal proceedings against you for reimbursement of all costs, on a full compensation basis (including reasonable administrative and legal costs), resulting from the breach.
  5. Further legal action against you.
3. We exclude our liability for all action we may take in response to breaches of these Terms of use. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
Suspension and Termination.
1. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you.
2. You may request the deletion of your account at any time by sending us an email at support@breakawaydata.com.
3. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6 , 14, 15, 17, 18, 19, 21, 22, 23 and 24 and any provisions of these Terms necessary for the interpretation or enforcement of these Terms.
Warranty Disclaimers.
1. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
3. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
Indemnity.
1. You will indemnify and hold BreakAway and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
Limitation of Liability.
1. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE THE LIABILITY OF BREAKAWAY OR YOU FOR: (I) DEATH AND/OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD AND/OR FRAUDULENT MISREPRESENTATION BY IT, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; OR (III) ANY OTHER LIABILITY TO THE EXTENT THAT IT IS NOT CAPABLE OF BEING EXCLUDED OR LIMITED BY LAW.
2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BREAKAWAY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BREAKAWAY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BREAKAWAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO BREAKAWAY FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BREAKAWAY, AS APPLICABLE.
4. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BREAKAWAY AND YOU.
Governing Law and Forum Choice.
1. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions.
2. Except as otherwise expressly set forth in Section 26 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and BreakAway are not required to arbitrate will be the state and federal courts located in Los Angeles County, California, and you and BreakAway each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution.
1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and BreakAway agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and BreakAway are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
2. Exceptions. As limited exceptions to Section 26.1above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
4. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
6. Injunctive and Declaratory Relief. Except as provided in Section 26.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
7. Class Action Waiver. YOU AND BREAKAWAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability.
1. With the exception of any of the provisions in Section 26.7 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms.
1. Reservation of Rights. BreakAway and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and other countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between BreakAway and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between BreakAway and you regarding the Services. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
3. Severability. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
4. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without BreakAway’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. BreakAway may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
5. Notices. Any notices or other communications provided by BreakAway under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights. BreakAway’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BreakAway. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.