Overview

Our Service is offered to you conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth below and the terms of our Privacy Policy (collectively, the "Agreement"). By accessing or using the Service, or by executing one or more order forms with Breezeway which reference these terms including through any online registration process, you (together with the entity for which you register, access or use the Service) (“User” or “you”), agree to be bound by, and use this Service in accordance with, this Agreement. Please read this Agreement carefully. You represent and warrant that you have full legal authority to enter into this Agreement, under all applicable laws and on behalf of the User.  If you do not accept all of these terms and conditions, please do not use our Service. You may not amend this Agreement. Be sure to return to this page periodically to review the most current version of this Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify this Agreement without prior notice, and your continued access or use of this website or our Service signifies your acceptance of the updated or modified Agreement.

1. Description of Service

Breezeway enables Users through our websites (the “Website”), our mobile applications, and associated services, to  manage property and related services using our operations software platform, including but not limited to, detailed workflow coordination and communication, third-party data integrations, guest and resident services and communication, facilitating service and task payments, coordination with staff and service providers, and associated software tools and services (collectively, the "Service").  When we use the term “you” in this Agreement, it refers to any user of the Services, regardless of whether he or she is or represents property owner, service provider or other similar or related party.

As part of the Services, you may receive communications through the Services, including messages that Breezeway sends you (for example, via email or SMS).  You may also have the ability to send messages (e.g., to residents and guests) through an automated messaging system provided as part of the Services. 

By signing up for the Services and providing us with your wireless number, you confirm that you want Breezeway to send you information that we think may be of interest to you, which may include Breezeway using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Breezeway. 

By providing Breezeway with the wireless number of any third party, you represent and warrant that each person for whom you provide a wireless phone number has consented to receive communications (including transactional and marketing text messages) from Breezeway and you and that you have properly obtained such consent (including without limitation, express consent to receive marketing messages as defined in the Telephone Consumer Protection Act). 

You agree to indemnify and hold Breezeway harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

2. Use of Website

As a condition of your use of this Service, you warrant to Breezeway that you are at least 18 years of age and legally competent to agree to this Agreement and form a binding contract, and that you will only use this Service for legitimate, lawful purposes for you or for another person for whom you are legally authorized to act. If you have a Breezeway account, you will safeguard your account information, keep it confidential and will supervise and be completely responsible for any use of your account by anyone other than you. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

3. Breezeway Fees and Payment

Fees.  Breezeway may charge fees (and applicable Taxes) to Users for the right to use the Service (such services, the “Paid Services”). More information about when service fees apply and how they are calculated can be found as described in separate agreements between you and Breezeway. All fees are non-refundable. Breezeway reserves the right to change the service fees at any time and will provide Users notice of any fee changes before they become effective. If you disagree with a fee change you may terminate this agreement at any time by providing notice to Breezeway and discontinuing your use of the Services.  You agree that you will be responsible for all charge backs, refunds, and any related fees and processing expenses. 

Payment Processor.  We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.  The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT US AT SUPPORT@BREEZEWAY.IO.

CURRENT INFORMATION REQUIRED. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING SUPPORT@BREEZEWAY.IO. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.  YOU WILL BE RESPONSIBLE FOR FEES AND EXPENSES INCURRED DUE TO FAILED PAYMENT ATTEMPTS, INCLUDING, BUT NOT LIMITED TO, FEES ASSOCIATED WITH INSUFFICIENT FUNDS OR ANY OTHER ISSUES LEADING TO UNSUCCESSFUL PAYMENT TRANSACTIONS. 

Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done by contacting support at support@breezeway.io, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, please contact support at  support@breezeway.io.  If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE OR TERMINATE YOUR BREEZEWAY ACCOUNT BEFORE THE END OF THE RECURRING TERM BY CONTACTING SUPPORT AT: SUPPORT@BREEZEWAY.IO. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BREEZEWAY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must notify us by cancelling your subscription in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at  support@breezeway.io.

5. Support Services

Breezeway may, as part of the Services, provide call center and related property management support services (the “Support Services”).  You agree and acknowledge that Breezeway relies on your instructions and cooperation in connection with such Support Services, and that Breezeway cannot assume and does not have any responsibility for situations and circumstances outside of its reasonable control.  Accordingly, you agree that Breezeway is under no obligation to intervene or act if it determines that any incoming call or service request is outside the scope of such support services, including in connection with any dangerous, emergency  or criminal situation or activity.  You hereby authorize Breezeway to communicate with residents, clients, service providers and other third parties in accordance with your instructions and Breezeway’s reasonable discretion.  You agree to pay, reimburse and otherwise hold Breezeway harmless for, all costs arising out of service calls.  

You agree to indemnify, hold harmless and hereby release, acquit and forever discharge Breezeway from and against any and all claims, occurrences, actions, causes of action (whether at law or in equity), debts, damages, demands, offsets, payments, royalties, costs, attorney fees, obligations of every kind and nature, rights, liabilities, charges, expenses, contracts, promises, or agreements, direct or indirect, any claims for contribution or indemnity, and any claims for incidental or consequential loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claims for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which they are based, whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated arising out of or relating to your use of the Support Services.  The foregoing release: (a) is made on behalf of your respective successors, assigns, agents, employees, representatives and affiliates; (b) shall be construed to release Breezeway’s affiliates and subsidiaries, predecessor and successor corporations or entities, and any and all of its past, present, and future investors, shareholders, officers, directors, employees, agents, representatives, attorneys, customers, partners, resellers, distributors and any and all other persons, firms, corporations, or entities acting by, through, under, or in concert with each of them; and (c) includes, but is not limited to, any and all claims or demands in contract, tort, breach of statutory duty, or any other statutory or common law cause of action.

6. Third Party Services and Service Partner Recommendations

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Breezeway. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Breezeway is not responsible for such risks. 

Breezeway has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Breezeway will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Breezeway shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Breezeway is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Breezeway, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Breezeway may connect those providing property management services with those looking to acquire those services, including through a service provider marketplace.  If Breezeway connects you with a third party, you agree not to, directly or indirectly, in any manner solicit, or otherwise, encourage or influence such third party to transact offline, or outside of the Services in any manner, without the prior written consent of Breezeway, and you agree not to circumvent or attempt to circumvent Breezeway in connection with any such third party.  Violation of the foregoing shall be considered a material breach of this Agreement, and constitutes grounds for suspension or termination of your access to the Services.  You acknowledge and agree that the foregoing, and the exercise thereof by Breezeway, will not waive or limit Breezeway’s right to assert any other legal or equitable remedy in the event you breach the foregoing restriction.

7. Ownership, Copyright and Trademark Notice

The Service and the Website, and all text, images, marks, logos and other content contained herein, including, without limitation, the "look and feel" of the Service (e.g., text, graphics, images, logos and compilation of the same), and all designs, text, graphics, pictures, information, data, software, other files, and the selection and arrangement thereof (collectively, the "Content") is the proprietary property of Breezeway or its licensors and are protected by U.S. and international intellectual property, copyright, trademark and other laws. You acknowledge and agree that Breezeway and/or its licensors own all right, title and interest in and to the Services and their content (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Breezeway is not responsible for content on websites operated by parties other than Breezeway. BREEZEWAY and the Breezeway logo and all other product or service names or slogans displayed on the Service are registered and/or common law trademarks of Breezeway and/or its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Breezeway or the applicable trademark holder. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Breezeway and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Breezeway. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by Breezeway.

You may not modify or otherwise make derivative uses of the Service or any portion thereof. You may not reproduce, prepare derivative works from, distribute, or display the Service or any site content (except for page caching), except as provided herein. Except as expressly permitted above, any use of any portion of the Website or site content without the prior written permission of Breezeway is strictly prohibited. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. 

8. Breezeway Content

The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the "Breezeway Content,") are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Breezeway Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Breezeway Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

You may download or copy the Breezeway Content (and other items displayed on the Website or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such Breezeway Content. You shall not store any significant portion of any Breezeway Content in any form. Copying or storing of any Breezeway Content other than personal, noncommercial use is expressly prohibited without prior written permission from Breezeway or from the copyright holder identified in such Breezeway Content’s copyright notice. If you link to the Website, Breezeway may revoke your right to so link at any time, at Breezeway’s sole discretion.

9. Your Content

In the course of using the Service, you may provide information which may be used by Breezeway in connection with the Service. You understand that by providing content, materials or information (including without limitation information relating to your End User Customers) to Breezeway or in connection with the Service (collectively, "Your Content"), Breezeway hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sub-licensable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Breezeway’s implementation, provision and improvement of the Services. For clarity, the foregoing license grant to Breezeway does not affect your ownership of or right to grant additional licenses to the material in Your Content.

You also acknowledge and agree that Breezeway may use Your Content internally for improving the Service, and on an anonymized and aggregate basis for the purposes of improving the Service. You agree and acknowledge that Breezeway may contact service providers and other third party partners identified in your account for the purpose of providing information about Breezeway, including joining Breezeway as a user. 

10. Your Warranty

If you provide any personally identifiable information, including personally identifiable information relating to your End User Customers, to Breezeway, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information, (ii) you have posted a privacy policy on each website on which you use the Service, which clearly and conspicuously states that (a) you use third party service providers to provide certain services to you in connection with such website, and (b) you may disclose personally identifiable information to such third party service providers for the sole purpose of the provision of services to you, and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors and End User Customers relating to the disclosure of personally identifiable information to a third party service provider like Breezeway.

You also warrant, represent and agree that you will not contribute any content or otherwise use the Service in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Breezeway, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Breezeway reserves the right to remove any content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Breezeway is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

11. Prohibited Activities

Use of the Service only extends to the uses expressly described herein. The content and information on this Service as well as the infrastructure used to provide such content and information, is proprietary to Breezeway. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Service. Additionally, you agree not to:

(i) use the Service or its contents for any commercial purpose; (ii) make, or use the Service for any speculative, false, or fraudulent activity; (iii) access, monitor, reproduce, upload, republish, distribute, transmit, display, translate, localize, port, modify, create derivative works or copy any content or information of this Service using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iv) violate the restrictions in any robot exclusion headers on this Service or bypass or circumvent other measures employed to prevent or limit access to this Service; (v) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure, adversely affects the performance of the Website, or infringes on our copyright or the copyright of our suppliers; (vii) "frame", "mirror" or otherwise incorporate any part of this Service into any other website without our prior written authorization; (viii) use the Service to cause nuisance, annoyance or inconvenience; (ix) impair the proper operation of the Service’s network; (X) try to harm the Service in any way whatsoever; (xi) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Service in any unauthorized manner, including but not limited to by trespass or burdening network capacity, or use the Service in any service bureau arrangement; and (xii) you will not permit any third party to engage in any of the acts described in clauses (i) through (xi).

You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Service.

You acknowledge that all Breezeway Content and Your Content (together, "Content") accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Breezeway be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Service, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Service. You, not Breezeway, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You acknowledge and agree that your indemnity obligation herein also applies to any third-party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your End User Customers) on your website.

12. Warranty and Disclaimer

You acknowledge that Breezeway has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of this. You release Breezeway from all liability for you having acquired or not acquired Content through the Service. The Service may contain or direct you to websites or applications containing information that some people may find offensive or inappropriate. Breezeway makes no representations concerning any content contained in or accessed through the Service, and Breezeway will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service. Breezeway makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. THE SERVICE, CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BREEZEWAY OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Privacy Policy

Please review Breezeway’s current Privacy Policy, which is hereby incorporated by reference and also governs your use of the Service. Your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Breezeway’s Privacy Policy.

14. Registration and Security Policy

As a condition to using some aspects of the Service, you may be required to register with Breezeway and set a password and username ('User ID'). You shall provide Breezeway with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. Breezeway reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and those of any End User Customers that you invite to use the Service. 

If you're a security expert and believe you've discovered a security-related issue with Breezeway's online systems, we appreciate your help disclosing the issue in a responsible way. Please send an email to security@breezeway.io with a detailed description and steps required to reproduce the issue. We are committed to addressing security issues in a timely manner.

15. Indemnity

You will indemnify and hold Breezeway, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, or other costs and expenses of any kind, including but not limited to, legal and accounting fees) from any claim or demand made by any third party due to or arising out of your access to the Service, use of the Service, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Service, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity. 

16. Limitation of Liability

IN NO EVENT SHALL BREEZEWAY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICE DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND BREEZEWAY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

17. Taxes

"Taxes" means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Breezeway receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Breezeway shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, "VAT") chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Breezeway your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Service under this Agreement are provided. Breezeway shall consider the Service under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Breezeway all necessary assistance to facilitate the recovery or refund of any VAT paid by Breezeway in relation to the Service to the respective government or authority. You hereby agree to indemnify Breezeway for any Taxes and related costs paid or payable by Breezeway attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Breezeway for all costs and damages related to any liability incurred by Breezeway as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.

18. Termination

This Agreement shall remain in full force and effect while you use the Service and in accordance with the terms of any Service Agreement between you and Breezeway. Breezeway may terminate or suspend your access to the Service or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Breezeway may also terminate or suspend any and all Service and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement or separate agreements between you and Breezeway. Upon termination of your account, your right to use the Service, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. 

19. Claims of Copyright Infringement 

If you believe that materials hosted by us infringe your copyright or those of someone else, please contact us at info@breezeway.io.

20. Miscellaneous

This Website is operated by a U.S. entity and this Agreement is governed by the laws of the Commonwealth of Massachusetts. Your use of the Service may also be subject to other local, state, national, or international laws. You hereby consent to the exclusive jurisdiction and venue of courts in Suffolk County, Massachusetts, USA, in all disputes arising out of or relating to the use of this Website. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this paragraph.

You agree that no joint venture, partnership, or employment relationship exists between you and Breezeway as a result of this Agreement or use of our Services and this Website.

Our performance of the Services and this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. 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 this Service within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and this Agreement shall continue in effect.

This Agreement (and any other terms and conditions referenced herein) and any separate Service Agreement signed between you and Breezeway, constitutes the entire agreement between you and Breezeway with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you the User and Breezeway with respect to this Service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may contact us regarding the Service or this Agreement at: Breezeway Homes, Inc., P.O. Box 67534, 12 Middlesex Road, Chestnut Hill, MA 02467, or by email to: info@breezeway.io.

Last updated: September 27, 2024