Breezy Customer Terms of Service

Effective Date: 20/08/21.

Previous versions will be accessible via a link that we will post here.

PLEASE READ THESE BREEZY CUSTOMER TERMS OF SERVICE CAREFULLY BEFORE ACCEPTING THEM AS YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) IS SUBJECT TO ALL OF THESE TERMS.

IF YOU DO NOT WISH TO BE BOUND BY THESE BREEZY CUSTOMER TERMS OR DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

All bold and capitalized terms used herein shall have the meanings given to such terms herein.

Welcome to Breezy! Please read on to learn the rules and restrictions that govern your use of our products, services, subscriptions, data, content and applications (the “Services”).

These Breezy Customer Terms of Services (the “Terms”) govern the Services made available at www.breezy.io (the “Website”), a Website operated by Partnered Ltd (“We”/“we”, “Our”/”our” and “Us”/”us”). The terms governing the Website are available here.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at team@breezy.io.

The following Terms include information about future changes to these Terms, automatic renewals and limitations of liability.

INFORMATION ABOUT US

1. Partnered Ltd is the owner of the Website and is the sole provider of the Services.
2. We are a company registered in England and Wales under registration number 11690208 and our registered office address is 34B George Street W1U 7DP.

INFORMATION ABOUT THESE TERMS AND FORMATION OF CONTRACT

3. These Terms do not apply to:
   1. Your use of our Website generally. Instead, please refer to our Website Terms of Use available here.
   2. Our processing of personal data we collect from you, or that you provide to us. Instead please refer to our Privacy Policy available here.
4. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are fully authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If you do not have full authority, please do not accept these Terms and do not use or access the Services.
5. You represent and warrant that you are of legal age to form a binding contract (or, if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).
6. These Terms together with Our Privacy Policy and Website Terms of Use form a legal contract between you and us.
7. By using and/or accessing the Services in any way, you agree to and accept all of these Terms.

FUTURE CHANGES TO THESE TERMS

8. These Terms will remain in effect at all times while you use and/or access the Services. However, as we are constantly trying to improve our Services, these Terms may need to change from time to time along with the Services. We thus reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them by writing to us at legal@breezy.io. Unfortunately, if you do that will mean that you will no longer be able to use the Services beyond the end of your then-current Subscription Cycle (as defined in Clause 35 below) as we will automatically terminate your Subscription and remove your access to our Services. If you however continue to use the Services in any way after the new Terms become effective, that will mean that you agree to all of the changes and to the new Terms.
9. You must thus read these Terms before subscribing as this version of the Terms may be different from the version(s) which applied previously. You can see previous versions of these Terms in our archives by using the link which will be posted at the top of this page. The version of the Terms which exists at the time you subscribe will be the Terms that govern your Subscription.
10. Except for changes by us as described in these Terms, no other amendment or modification of these Terms will be effective unless in writing and signed by you and us.
11. References to the Terms in this document refer to the Terms currently in effect unless otherwise specified.

REGISTRATION

12. In order to access and use the Services, you must register on the Website and provide the required information (“Registration”).
13. Upon Registration, an account will be created (“Brand Account”) unless you are joining an already existing account in accordance with Clause 14.
14. You can register to join an already existing Brand Account as an additional user of that account; in which case you register as an “Authorised User” of that account. You can only do so following an invitation by the user who created the Brand Account.
15. In order to complete your Registration you must accept these Terms and acknowledge that you have read and understood and agree to comply with these Terms, and that you are entering into a binding legal agreement with us on the basis of these Terms.
16. The legal agreement between you and us based on these Terms will come into existence and be effective as soon as you accept these Terms.
17. In completing Registration, you further represent and warrant that you were not previously blocked by us from having a Brand Account or otherwise using the Services or Website.
18. A Brand Account can host multiple Authorised Users; we however reserve the right to limit the number of Authorised Users at any time, impose restrictions at any time on their access of the Services or Brand Account based on their role or relationship with other users of the same Brand Account, or charge a fee for their access to the Services or Brand Account.
19. If the email or name associated with an Authorised User must be changed, an email request must be submitted to team@breezy.io, and we will aim to process your request as soon as possible.
20. As part of the Registration you will be asked to provide an email address that we will use if we need to contact you regarding our Services and/or your Brand Account.
21. You acknowledge and agree to provide us with accurate, complete, and updated Registration information about yourself. You may not select any name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.
22. Your right to access the Services upon Registration is personal to you and you may not provide access, by providing your login information or otherwise, to your Brand Account to anyone else without our prior written permission. You must protect the security of your Brand Account and your password at all times. You remain solely responsible and liable for the activity arising out of any failure to keep your Brand Account details confidential as well as for any activity associated with your Brand Account and use of the Services.
23. You may deregister at any time by emailing us at team@breezy.io. Upon confirmation of deregistration, your Brand Account will be closed and neither you nor any Authorised Users will have access to the Brand Account anymore. Deregistration will also result in termination of any Subscription and/or Services in accordance with these Terms. For the avoidance of doubt, you will still be liable to pay for the Subscription Fees (as defined below) for the remainder of the then-current Subscription Cycle (as defined below).

USE OF SERVICES

24. No other use of the Services not specified in these Terms, including use by any other employees, agents, contractors, consultants, representatives, personnel or other parties or individuals of or on behalf of your Organisation or its affiliates or subsidiaries, shall be permitted.
25. You will only use the Services in a manner that complies with all laws that apply to you.
26. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.
27. We can’t and won’t be responsible for your use of the Services in any way that breaks the law.
28. You acknowledge and agree that you will promptly notify us if you become aware of any unauthorized access or use of your Brand Account or the Services.

SERVICES AND SUBSCRIPTIONS

29. We reserve the right to charge a fee for certain parts or all of the Services.
30. Certain aspects or uses of the Services require a subscription.
31. A full description of the Services currently available and their associated fees can be found on our Website.
32. Currently only two subscriptions are available via the Website: the Self-Serve subscription and the Assisted subscription. You may subscribe to either (your “Subscription”) but not both at the same time.
33. Your Subscription only gives you access to the Services associated with your Subscription as described on the relevant page of our Website.
34. If you’ve registered as an Authorised User as per Clause 14, certain limitations of use and access to the Services, Subscription and/or your Brand Account might apply to you, which will be specified on the relevant page of the Website or by email. For instance, as an Authorised User you will not be able to purchase, sign up for, modify or cancel any Services, whether free or paid for, associated with your Brand Account.
35. The Subscription period (your “Subscription Cycle”) for the Self-Serve Subscription is one (1) month or three (3) months, depending on your initial selection when you subscribed, and three (3) months for the Assisted.
36. Your Subscription Cycle is recurring and will automatically renew after the end of each Subscription Cycle until you cancel your Subscription or until your Subscription is terminated in accordance with these Terms.
37. Your Subscription starts upon our confirmation of your payment of all Subscription Fees and applicable taxes associated with your Subscription.
38. If you have any questions about the Services, please email team@breezy.io and we will arrange a consultation with our team.
39. We reserve the right to discontinue or modify at any time any aspect of the Services whether or not associated with any Subscription. In case of discontinuation of any of the Services, please refer to Clauses 49 to 52. In case of modification of the Services offered in your Subscription, your sole recourse will be to cancel your Subscription in accordance with these Terms.

TRIAL SUBSCRIPTION

40. We offer from time to time free trials for certain paid Services to allow you to try them for a limited time.
41. We reserve the right to set eligibility requirements for free trials.
42. The current free trial (“Trial Subscription”) offers a free 14-day access trial to the features of the Self-Serve Subscription except that you will only get 50 Breezy Credits instead of the 200 Breezy Credits included in the paid Self-Serve subscription.
43. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that we (i) do not make any commitments or warranties in connection with the Services during the Trial Subscription period; and (ii) may send you, subject to your opting out, communications and other notices about our Services to the email address you provided upon Registration.
44. The Trial Subscription shall start immediately upon subscribing to it via our Website. You will also receive an email confirmation that your Trial Subscription has started.
45. The Trial Subscription will automatically expire 14 days after the start of the Trial Subscription, or will terminate at any time before if you purchase a paid Subscription or if the Trial Subscription is terminated in accordance with these Terms. If you choose to purchase a paid Subscription, such Subscription will start in accordance with Clause 37 for the period selected in accordance with Clause 35.
46. You (but not if you are an Authorised User) can cancel the Trial Subscription at any time before the expiration of the Trial Subscription by emailing us at team@breezy.io.
47. Upon expiration or cancellation of the Trial Subscription, access to associated Services will be disabled, but you will retain access to your Brand Account.
48. At any time and without notice, we may reserve the right to modify, cancel, limit in any way and/or shorten the duration of the Trial Subscription.

DISCONTINUATION OF THE SERVICES

49. We reserve the right to temporarily or permanently discontinue the Services or your Subscription at any time and for any reason.
50. In case of temporary or permanent discontinuation of the Services, whether or not caused by us, we will aim to refund any portion of paid Services prorated for the period where Services were not available. All refunds must be requested at team@breezy.io within 7 days of the discontinuation.
51. Refund requests made in accordance with Clause 50 will be processed by us as soon as reasonably possible.

PROSPECT CONTACTS

52. If as part of a Subscription or Trial Subscription you have purchased or used your Breezy Credits to get access to Prospect Contacts emails and the email receipt rate (non-bounce) for emails sent to these Prospect Contacts is below 95%, we will, upon being provided with physical evidence of bounce, and at our own discretion, refund you the amount paid or used for the Prospect Contacts emails that “bounced” (i.e. where an email message gets rejected by a mail server) in Breezy Credits on the same Brand Account as the one used, or provide you with another email for the Prospect Contacts that “bounced”.

BREEZY CREDITS

53. Your Subscription or Trial Subscription may include a certain amount of Breezy Credits; the amount of which will be indicated upon subscribing.
54. Breezy Credits are a form of internal currency that you can use in exchange for access to certain specific Services which are described on the Website and/or in your Brand Account.
55. Each Breezy Credit has a value of £0.50 unless otherwise specified.
56. Breezy Credits cannot be exchanged for cash and can only be used in the specific manner indicated on the Brand Account and/or Website.
57. At the end of each Subscription Cycle any unused Breezy Credits will automatically roll to the next Subscription Cycle until your Subscription is either cancelled or terminated in accordance with these Terms.
58. Any unused Breezy credits associated with a Trial Subscription, which has either expired or been cancelled, may be used as part of a paid Subscription associated with the same Brand Account.

SUBSCRIPTION FEES AND PAYMENT

59. All payments of fees associated with our Services and/or your Subscription must be made in accordance with these Terms and in accordance with the payment instructions provided to you either by email or on the relevant pages of our Website.
60. The billing period for any Subscription coincides with the Subscription Cycle.
61. Fees associated with your Subscription (“Subscription Fees”) will be charged directly to the payment method provided when you subscribed and for any renewed Subscription Cycle up to 30 days before your Subscription Cycle renews.
62. We may for certain Services and subscriptions send you an invoice by email with certain payment terms, which will form part of these Terms.
63. Subscription Fees, taxes and the applicable currency for specific subscriptions and/or Services will be specified on the relevant page(s) on our Website, or, from time to time and where appropriate, they may be agreed with you in advance by email, in which case your agreement by email to the Subscription Fees, taxes and currency will constitute part of this Agreement.
64. If payment of the Subscription Fees is not received or cannot be processed with the payment method you provided, we will immediately notify you by email.
65. We may suspend fully or partially access to the Services, your Subscription and/or Brand Account by you or any Authorised Users on the same Brand Account until full payment for that Subscription Cycle has been received.
66. If payment has not been received, we reserve the right to terminate your Subscription so that your Subscription will end on the last day of your last paid Subscription Cycle and no charges will be made on your payment method thereafter.
67. We may run offers from time to time on certain Services which may include discounts. These offers may be available for a limited time only and may be retracted at any time in our sole discretion.
68. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

OUR TERMINATION AND SUSPENSION OF SERVICE RIGHTS

69. We may terminate or suspend access to the Services, your Subscription and/or Brand Account at any time and without prior notice in any case where we believe that you or any Authorised Users on your Brand Account are or were in breach of these Terms and/or our Website Terms of Use or are or were using the Website or Services in a manner that may cause harm to us or any third party.
70. We have the sole right to decide whether you or any Authorised User(s) are in breach of these Terms and/or our Website Terms of Use.
71. Termination by us can be, at our sole discretion, effective immediately or effective at the end of the then-current Subscription Period, which means that the Subscription Cycle will not renew further.
72. Upon termination of your Subscription by us, we may remove all or any access to the Subscription, Services and Brand Account associated with your Subscription as well as immediately terminate all or any licenses granted under these Terms to you or any Authorised User(s) of the same Brand Account.
73. You will not be entitled to a refund of any fees paid if we decide to suspend or terminate your Subscription and/or Brand Account because we believe you or any Authorised User(s) are in breach of these Terms and/or our Website Terms of Use.
74. We may also terminate your Subscription in accordance with these Terms.

CANCELLING YOUR SUBSCRIPTION

75. You (but not if you’ve registered as an Authorised User) have the right to cancel your Subscription at any time via your Brand Account or by emailing us at team@breezy.io.
76. Termination of your Subscription will take effect at the end of the then-current Subscription Cycle. Any payment made for any future Subscription Cycle, if already received by us, will be refunded fully. In other words, when you cancel your Subscription, you cancel only future charges associated with your Subscription. You are still responsible for all Subscription Fees up until the end of the then-current Subscription Cycle; no prorated refund will be provided for partial use of your Subscription.
77. Upon termination of your Subscription by you, all access to the Services associated with your Subscription and all licenses granted under these Terms to you and any Authorised Users of the same Brand Account will immediately terminate; however, you [and any Authorised User(s) of the same Brand Account OR but not the Authorised Users] will retain access to the Brand Account.
78. You can email us at team@breezy.io to request that we cancel your Subscription before the end of the Subscription Cycle; however, you will not receive any refund or prorated refund for the remainder of the Subscription Cycle.
79. If you become dissatisfied with the Services and/or your Subscription your only recourse is to immediately discontinue all use of the Services and/or cancel your Subscription.

LICENCE

80. The Breezy Platform is the software provided as a SaaS via our Website upon purchase of a Subscription or subscribing to a Trial Subscription.
81. Upon purchasing a Subscription or subscribing to a Trial Subscription, and subject to your compliance with these Terms, we hereby grant you and any Authorised Users of the same Brand Account a personal, non-exclusive, non-transferable, worldwide, revocable and limited licence to access and use to the Breezy Platform while the Subscription associated with your Brand Account is active (i.e. not terminated or suspended in accordance with these Terms).
82. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to:
    1. give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Breezy Platform;
    2. circumvent, disable or otherwise interfere with security-related features of the Breezy Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Breezy Platform;
    3. reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Breezy Platform or any components thereof, or create any derivative works of the Breezy Platform or any part thereof;
    4. use any robot, spider, scraper, or other automated means to access or monitor the Breezy Platform or our Website for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Breezy Platform or our Website;
    5. take any action that imposes or which we determine, in its sole discretion, may impose an unreasonable or disproportionately large load on our infrastructure or infrastructure which supports the Breezy Platform or our Website;
    6. interfere or attempt to interfere with the integrity or proper working of the Breezy Platform or our Website, or any related activities; (viii) remove, deface, obscure, or alter our or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Breezy Platform or our Website or use or display logos of the Breezy Platform or our Website without our prior written consent;
    7. use our trade marks without our prior written consent;
    8. use the Breezy Platform or our Website to develop, offer, operate, support or enable a competing service or product; and/or
    9. use the Breezy Platform or our Website in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.
83. Where it is specifically allowed by us on the Breezy Platform or on our Website, you may download and/or copy the data generated by the Breezy Platform as a result of a “discovery search” performed by you or an Authorised User, such as partnership and Prospect Contacts information, and may share this data with any third party so long as you make clear to the third party that this data originates from Breezy and provide our contact information (team@breezy.io) or Website link to the third party.

THIRD PARTY CONTENT

84. You understand and acknowledge that when accessing and using the Services (i) you may be exposed to content which originate from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such data; and (ii) you may be exposed to content that is inaccurate, offensive, or otherwise objectionable.
85. You hereby waive any legal or equitable rights or remedies you may have against us with respect to this type of content.

INTELLECTUAL PROPERTY

86. The Breezy Platform including all content and data contained or displayed therein, are our property and may be protected by applicable copyright or other intellectual property rights, laws and treaties.
87. Except for any rights explicitly granted to you under these Terms or, where applicable, any third party providers’ rights, we reserve all title and ownership rights in and remain sole and exclusive owners of the Breezy Platform and all parts thereof, including its content, reproductions, corrections, modifications, enhancements and improvements as well as all related intellectual property including but not limited to patent rights, copyright, trade secrets, trade marks, database rights, and any related goodwill, including data related to the usage of the Breezy Platform by its users and subscribers.
88. The word mark “Breezy” is registered as a trade mark by the UKIPO. We reserve all other rights that may be related to the use of the word “Breezy”, the use of our logo, and/or any other sign used on the Breezy Platform or our Website that may act as a mark.
89. You acknowledge and accept that we have the right to use your name and/or name and logo of your Organisation to identify you as a customer of ours or user of the Breezy Platform, on our Website, marketing materials or otherwise by announcements on social media or otherwise.

YOUR FEEDBACK AND RECOMMENDATIONS

90. It is anticipated that you may provide suggestions, comments or other feedback related to our Services and/or the Breezy Platform (“Feedback”). Such Feedback shall be deemed our sole property.
91. Without derogating from the above, we will be free to adopt such Feedback for any of our products and/or services including for the Breezy Platform and/or our Website, and use such Feedback in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
92. You hereby waive any right to the Feedback, including but limited to moral rights and any right for royalties or any other consideration.
93. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of our Webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

PRIVACY POLICY and INFORMATION SHARED BY YOU

94. You acknowledge and agree that we may use any personal information that we may collect or obtain in connection with the Services or your use of the Website or the Breezy Platform in accordance with our Privacy Policy available here.
95. Subject to our Privacy Policy, we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Breezy Platform and/or our Website and/or your use of the Breezy Platform and/or our Website only if we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) maintain, support, enhance and improve the Services, (v) respond to your support requests, and/or (vi) protect our rights, property or safety, or that of our users and/or the public.
96. Notwithstanding clause 95, we will never transfer, provide or use, any information you provide through the use of your Subscription or Services, to or for any other customers or users of ours, unless you specifically authorise us to do so in writing. We will take all reasonable steps to keep all information provided by you in this way confidential but cannot be held liable for any disclosure unless such disclosure could have been reasonably prevented by us. We may however discover similar or the same information either independently (i.e. not as a result of your provision of the information through the use of our Services) or that is in the public domain, which we may share with or make accessible to our users or customers.

LIABILITY AND WARRANTIES

97. Except where otherwise expressly specified in these Terms, we shall not be liable to you or any third party for termination or suspension of your use of or access to the Services, Subscription, Brand Account or our Website, or any portion thereof, or for any failure to perform due to causes beyond our reasonable control.
98. The Breezy Platform is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied.
99. You assume all responsibility for accessing and using the Services and the Breezy Platform and for the selection of the Services and the Breezy Platform to achieve your intended results. Breezy hereby disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
100. We do not warrant that the Breezy Platform, or access to and use of will be uninterrupted or error-free, or that defects will be corrected, or that the Breezy Platform is free from viruses or other harmful code.
101. We offer no warranty regarding the reliability of the performance of the Breezy Platform, including without limitation any warranty that the Breezy Platform, including any anti-virus or anti-spam features, will detect, block or prevent viruses, spam or other harmful or unwanted code or intrusions.
102. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
103. Data contained on the Breezy Platform may be based on information and content obtained by us from third parties, including estimations and extrapolations based on such data. We, our affiliates and third party providers shall not be held responsible or liable for the accuracy of the Breezy Platform data or any omissions of data in or from our Website or the Breezy Platform.
104. We, our affiliates and any of our third party providers shall have no responsibility or liability for any business conducted, decisions made, or any other action or inaction by you or your Organisation or any of its affiliates, customers, partners or parties with whom it does business, whether or not based in whole or in part on the Breezy Platform or any data accessed therefrom by you or your Organisation.
105. You agree that we will not be held responsible for any consequences that may result from technical problems including, without limitation, in connection with the internet (such as slow connections, traffic congestion or overload of our or other servers) or any telecommunications or internet providers, which may affect your Subscription, Brand Account and any other related Services.
106. Notwithstanding anything to the contrary in these Terms and to the fullest extent permissible by law:
     1. In no event will we, our affiliates and any of our third-party providers, be liable under, or otherwise in connection with, these Terms for: (a) any direct, indirect, exemplary, special, consequential, incidental or punitive damages; (b) any loss of profits, business, or anticipated savings; (c) any loss of, or damage to data, reputation, revenue or goodwill; and/or (d) the cost of procuring any substitute goods or platforms.
     2. In no event shall our aggregate liability, our affiliates or our third-party providers, under, or otherwise in connection with, these Terms (including our Website and the Breezy Platform), exceed the total amount of fees actually paid by you (if any) in the (1) month immediately prior to the event giving rise to such liability.
     3. The foregoing exclusions and limitations of liability set forth in this Section shall apply: (a) even if we, our affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (b) even if any remedy in these Terms fails of its essential purpose; and (c) regardless of the theory or basis of liability (such as, but not limited to, breach of contract or tort).
     4. No action, regardless of form, may be brought by you or your Organisation after the earlier of (a) 12 months after the date on which you become aware that a cause of action has arisen, or (b) the period set forth under the applicable statute of limitations.

INDEMNIFICATION

107. You shall defend, indemnify, and hold us harmless from and against any and all damages assessed against us (including reasonable attorneys’ fees) arising from a third party claim based on any business conducted, decisions made, or other action or failure to act by you, your Organisation or any of its affiliates, customers, partners or parties with whom you or your Organisation does business whether or not based in whole or in part on our Services, Website and/or the Breezy Platform or any data accessed therefrom by you or your Organisation; provided: (a) we notify you promptly in writing of any such claim and give you authority, information, and assistance in the defense of such claim; and (b) we do not make any admissions in response to any such claim without your consent.

GOVERNING LAW AND JURISDICTION

108. These Terms and any disputes between you and us shall be governed by English law.
109. The exclusive jurisdiction and venue for all disputes between you (and your Organisation) and us shall be the courts located in England and Wales, and each party hereby irrevocably consents to the jurisdiction of such courts.
110. Notwithstanding the foregoing, we reserve the right to seek injunctive relief in any court of any jurisdiction.
111. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms.

GENERAL

112. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction.
113. Section headings in these Terms are provided for convenience only and have no substantive effect on construction.
114. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
115. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision.
116. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
117. The following Sections as well as any other provision which is intended to survive termination of these Terms shall survive termination of these Terms: Intellectual Property, Privacy Policy, Liability and Warranties, Indemnification, Governing Law and Jurisdiction and General.

If you have any questions or comments regarding these Terms, our Privacy Policy or the Website Terms of Use, please feel free to contact us by e-mail at legal@breezy.io