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Terms of Use

Last Updated: November 16, 2023

1. Introduction

Breakout Learning, Inc. (together with its subsidiaries, divisions, and brands, collectively, the "Company," "us," "we," or "our," as the context may require) operates and provides the website located at breakoutlearning.com (the "Website"), the Breakout Learning mobile app (the "App") and services provided through the Website, App, and related online platform (referred to collectively as the "Services").

 

2. Acceptance of Terms of Use

The following terms and conditions (these "Terms of Use"), together with any documents they expressly incorporate by reference, including our Privacy Policy, govern your access to and use of the Services, including any content, features, functionality, materials, information, and services offered on or through the Services. These Terms of Use are entered into by and between you and the Company.

Please read these Terms of Use carefully before you use the Services. By registering, accessing, or using the Services, or by clicking "I accept" or "I agree" to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not agree to these Terms of Use, please do not visit, access, use, or otherwise interact with the Services.

The Services are offered and available to individuals who are 16 years of age or older. If you are under age 18, you may only use the Services with the consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms of Use with you.


3. Changes to Terms of Use

We reserve the right to change these Terms of Use in our sole discretion without advance notice. Changes to these Terms of Use become effective on the date when the updated Terms of Use are published on the Services. Your continued use of the Services after we revise the Terms of Use means you accept such revisions and agree to abide and be bound by the most recent version of the Terms of Use, so please check this page periodically for updates.

 

4. Access

Certain portions of the Services allow users to set up an account, including creating login information such as a unique username and password. By setting up an account, you expressly agree to (a) keep the username, password, and other account or login information confidential; (b) supervise and be responsible for the user of your account; and (c) contact us and promptly change your login information if you believe that an unauthorized person has access to your account or login information.

You are responsible for maintaining the confidentiality of your account and login information and for restricting access to such information and to your phone and computer. You agree to accept responsibility for all activities that occur under your account or login information.  You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security.  

We have the right to suspend your account for improper access or violation of these Terms of Use, or at any time in our sole discretion for any or no reason. We further reserve the right to restrict your access to all or part of the Services at any time in our sole discretion for any or no reason.

If you use a mobile device, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. In the event you change or deactivate your mobile telephone number, you agree that you will update your account information on the Services within forty-eight (48) hours to ensure that your messages are not sent to the person who acquires your old number.

 

5. User Contributions

The Services may contain chat functions, personal profiles, forums, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Services.

All User Contributions must comply with these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms of Use/

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.

 

6. Termination, Monitoring, and Enforcement

We reserve the right to restrict or terminate your access to all or part of the Services at any time in our sole discretion for any or no reason. If your account or access is terminated for any reason or no reason, you agree not to attempt to establish a new account under any name, real or assumed.

We have the right to:

  • Monitor, delete, edit, remove or refuse to post any User Contributions, in whole or in part, for any or no reason in our sole discretion without notice to you.
  • Take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contributions violate the Terms of Use, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Services or the public or could create liability for the Services.
  • Disclose your identity or other information about you to any third party who claims that material posted by you, or through your username, violates such third party's rights, including its intellectual property rights or its right to privacy. 
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all material before it is posted on the Services, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to you or any third party for performance or nonperformance of the activities described herein.

 

7. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services to:

  • Access or attempt to access data not meant for you, or intercept or attempt to intercept electronic mail or other forms of electronic communication not intended for you.
  • Invade the privacy of, obtain the identity of, or obtain any personal information about any other user of our Services.
  • Communicate with us or upload to or transmit on the Services any deceptive, fraudulent, defamatory, indecent, obscene, harassing, violent, or otherwise harmful or objectionable material, or any material that contains nudity, sexually explicit or pornographic material, violence, or discrimination based on race, gender, sex, sexual orientation, religion, nationality, disability, or age.
  • Violate any applicable federal, state, local or international law or regulation, or violate the legal rights (including intellectual property rights or the rights of publicity and privacy) of others.
  • Promote any illegal activity or advocate, promote, or assist any unlawful act.
  • Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any similar solicitation.
  • Impersonate or attempt to impersonate us, our employees, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing), or to misrepresent an affiliation with any person or organization.
  • Collect information about others (including email addresses) without their consent.
  • Violate these Terms of Use or any other policies or agreements that you enter into with us.
  • Engage in any other conduct that restricts or inhibits use of the Services, or which, as determined by us in our sole discretion, may harm the Company or users of the Services.

Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
  • Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
  • Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Probe, scan, or test the vulnerability of our Services, our network, our security, or authentication measures without proper authorization.
  • Use any device, software, or routine that interferes with the proper working of the Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs, corrupted data or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.

Your failure to comply with the above provisions may result in the termination of your access to the Services and may expose you to civil and/or criminal liability. We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services, and to terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

8. Intellectual Property Rights

The Services and all related content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on or through the Services, except as follows:

  • Your computer or other electronic device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You may not:

  • Modify copies of any materials from the Services.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
  • Access or use any part of the Services for any commercial purposes. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content therein is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Except as expressly provided, nothing contained in these Terms of Use or anywhere on the Services shall be construed as conferring any license under any intellectual property rights of the Company, its licensors or any third party.

Unauthorized attempts to upload information or change information are strictly prohibited and may be punishable under the Computer Fraud and Abuse Act of 1986.

We respect the intellectual property rights of others, and it is our policy to respond expeditiously to claims of intellectual property infringement. We will promptly process and investigate notices of alleged infringement and take appropriate actions under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act and other applicable intellectual property laws. If you are aware of or experience any circumstances that appear to be a violation of these Terms of Use, please inform us by contacting us via e-mail at accounts@breakoutlearning.com.

Any such notice must include: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (b) a description of the copyrighted work or trademark that you claim has been infringed; (c) a description of the location on the Services of the claimed infringing material; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the claimed infringing use is not authorized by the copyright or trademark owner, its duly authorized agent, or the law; and (f) a statement by you that the information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright or trademark owner's behalf.

Upon receipt of such notice, we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will terminate access for a registered user who is a repeat infringer.  

 

9. Third-Party Apps or Websites

While using the Services, you may access third-party apps or websites through search results displayed on or through the Services and links contained on the Services. Such third-party apps or websites are not under our control, and we are not responsible for the availability of such apps or websites or their contents. Any links provided on the Services are provided for your interest or convenience only and do not represent or imply any endorsement by the Company of any such linked app or website. You acknowledge that the use of such third-party app or website is governed by the terms and conditions applicable to any such app or website, and if you decide to access any such third-party app or website, you do so entirely at your own risk and subject to the terms and conditions of use for each such app or website.

 

10. Availability

We may periodically schedule system downtime for maintenance and other purposes, and the Services may be unavailable due to unplanned system outages or circumstances outside of our control. We shall have no liability to any user or third party whatsoever for the resulting unavailability of the Services, or for any loss of data or transactions caused by planned or unplanned system outages, or for the resultant delay, misdelivery, or non-delivery of information caused by such system outages.
We reserve the right to terminate, withdraw or amend the Services or any portion thereof, including any product, service, or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or to the Services altogether.

 

11. Errors

We attempt to provide the most recent, accurate, and reliable information on our Services. However, there may be occasions when information featured on our Services may contain typographical errors, incomplete data, inaccuracies, or items featured on the Services that are no longer available. We do not warrant that the information accessible via the Services is accurate, complete, or current. Any errors are unintentional, and we apologize if erroneous information is reflected on the Services. We reserve the right to correct errors and to update the Services at any time, but we are under no obligation to update the Services or any related content.

 

12. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP OR WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICES, ANY RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ANY RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ANY RELATED CONTENT, OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES AND ANY RELATED CONTENT, PRODUCTS, AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THE SERVICES OR ANY LINKED APP OR WEBSITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES OR ANY RELATED CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY THE COMPANY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, therefore, some of the limitations above may not apply to you.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, managers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) your access, use, or misuse of the Services; (ii) any User Contributions posted by you; (iii) your violation of these Terms of Use; (iv) the actual or alleged infringement of any of our or any third-party proprietary or intellectual property right arising out of your copying, republishing, uploading, posting, transmitting, distributing, selling, or using the Services in any manner not authorized by us; or (v) your negligent conduct. This includes, but is not limited to, any use of the content, products, and services on the Services other than as expressly authorized in these Terms of Use.

 

15. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

16. Termination

Your failure to comply with these Terms of Use automatically revokes your authorization to use the Services and terminates all rights granted to you under these Terms of Use. Your obligations to the Company and its affiliates and third-party service providers relating to your use of the Services prior to termination shall continue after termination. Provisions of these Terms of Use regarding the content restrictions and limitations, disclaimers, indemnification, and liability limitations shall survive termination of these Terms of Use for any reason.

 

17. Miscellaneous

When you visit the Services, submit a request for help, send an email to us, or otherwise communicate with us through the Services or electronically, you expressly grant the Company, its affiliates, or third-party service providers the right to communicate with you electronically. This includes, but is not limited to, posting notices on the Services or responding to your email. You agree that all agreements, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Except as expressly set forth herein, in the event of a conflict between these Terms of Use and any applicable terms to specific products or services that you receive from us, the terms of the specific product or service shall govern.

All matters relating to the Services or these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

These Terms of Use constitute the entire agreement between you and the Company with respect to our Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to our Services. No failure on the part of the Company to exercise and no delay in exercising any right under these Terms of Use shall operate as a waiver of such right. If any provision contained in these Terms of Use is determined by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, that provision shall be severed from these Terms of Use and the remaining provisions shall continue in full force and effect.

 

18. How to Contact Us

If you have any feedback, comments, questions, or requests for technical support relating to the Services, you may contact us:

  • Via phone at 214-389-1490;
  • Via email at support@breakoutlearning.com; or
  • Via mail at Breakout Learning, Inc., 3309 Elm St #110-365, Dallas, TX 75226.