SPECIAL NOTE FOR PEOPLE UNDER EIGHTEEN (18) YEARS OF AGE: If YOU are under eighteen, YOU may not use the Service.
Breakout reserves the right to change this Agreement and the Site Terms from time to time. We encourage YOU to bookmark this page and to periodically review it to ensure familiarity with the most current version of this Agreement. YOU can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. When using the Service, YOU agree that YOU are subject to any additional posted guidelines, rules, terms and conditions applicable to the Service, which are hereby incorporated by reference into this Agreement.
Breakout (1) provides business loans, and (2) serves as an intermediary between YOU and third-party loan or other funding providers (collectively “Funding Partners”). Neither Breakout nor its Funding Partners is obligated to advance any funds or make any loan until a written agreement has been signed by YOU and Breakout or the relevant Funding Partner, as applicable, setting forth the terms under which funds will be advanced or a loan made, and in either case YOU have satisfied all conditions to such advance or disbursement, as applicable. Any agreement to make an advance or a loan is expressly contingent upon YOU providing complete, correct and accurate information as requested by Breakout and/or its Funding Partners and you satisfying all conditions to such advance or disbursement as applicable. No agreement to make an advance or provide a loan can be reached until YOU have provided all requested information and all such information has been verified and determined to be accurate. There is no guarantee that any advance or loan will be agreed to, even if YOU provide complete, accurate and verified information. YOU understand that Breakout may receive compensation or consideration for loans, advances or other types of funding that we originate through or with our Funding Partners. Breakout is not an investment advisor or financial planner, and does not provide financial, securities, legal or tax advice. Before making any decision or implementing any strategy YOU are responsible for obtaining information and advice from your accountant, attorney, and ⁄ or other advisors. YOU understand and agree that in the course of evaluating any application for an advance or a loan, YOU will be required to provide detailed information about yourself and your business, including personal and business identification information, and that a credit report(s) will be obtained. YOU understand that obtaining a credit report could adversely impact YOUR credit rating. You understand and agree that by submitting your application and authorizing Breakout or its agents or service providers to obtain your individual consumer report, you are providing “written instructions” in accordance with the Fair Credit Reporting Act (“FCRA”).
1. Restrictions on Use
General. The Service is a computer online service. It is accessible to YOU through a personal computer, or other access device at the domain breakoutfinance.com using a communications connection (e.g., internet service provider or modem and telephone line). As part of the Service, YOU will be provided with services that may include, without limitation, application forms, software applications, models, analytics, data, reports, scores, images and any applicable user manuals and any other services provided by Breakout to YOU, computer services that Breakout may decide to offer, subject to the terms hereof. Breakout may, in its sole discretion, discontinue or alter any aspect of the Service, including, but not limited to, (i) restricting the time of availability, (ii) restricting the availability and/or scope of the Service for certain platforms (i.e., computer types and operating systems), (iii) restricting the amount of use permitted, and (iv) restricting or terminating YOUR right to use all or part of the Service, at any time in Breakout’s sole discretion and without prior notice or liability to YOU. YOU are responsible for all charges (e.g., telephone, internet service provider or airtime) associated with connecting to the Service. YOU are also responsible for obtaining or providing all telephone access lines, telephone and computer equipment, or other access device, necessary to access the Service. The Service is owned and operated by Breakout and/or its affiliates and contains material that is derived in whole or in part from material supplied and owned by Breakout and/or its affiliates and/or their respective suppliers and licensors. Such material is protected by copyright, trademark, and other applicable laws. YOU may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works based on, or distribute in any way all or any part of the Service or any material from the Service, including but not limited to code and software (“Material”). YOU may, however, subject to YOUR compliance with this Agreement, and solely for as long as YOU are permitted by Breakout to access and use the Service, download certain Material from the Service provided YOU do not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices, or any digital rights management mechanism, device or other content protection or access control measure associate with the Service, and use the Material in accordance with all terms and conditions applicable to YOUR use of the Service in general. In the event that YOU download Material from the Service, such Material is licensed to YOU by Breakout and Breakout does not transfer title to any such Material to YOU.
By choosing to access the Site via the internet, YOU hereby consent to receive by electronic means this Agreement and any and all disclosures, communications and/or notices required to be given by applicable law or regulation. You also consent to allow Breakout to respond to any inquiries by e-mail regardless of the format of the original inquiry.
2. Rules and Guidelines
Passwords. Should YOU select a password that allows YOU to access certain parts of the Service, YOU will be solely responsible for maintaining the confidentiality of the password and YOUR account information, and will be fully responsible for all activities that occur under YOUR password or account. YOU agree that YOU will immediately notify Breakout of any unauthorized use of YOUR password or account, or any other breach of security, and that YOU will log off the Service at the end of each session to prevent fraud on YOUR account by third parties.
YOU are also responsible for maintaining the confidentiality of YOUR account and password and for restricting access to YOUR computer or mobile device. Users of public or shared computers or unprotected mobile devices should log out at the completion of each visit to the Service. If YOU find that YOU are a victim of identity theft and it involves a Breakout account, YOU should notify customer service. Then, YOU should report this instance to all YOUR credit card issuers, as well as YOUR local law enforcement agency. Breakout reserves the right to place any account on hold anytime with or without notification to the user in order to protect itself and its Funding Partners from what it believes to be fraudulent activity.
All customer support for the Service will be conducted solely online and/or via email.
YOUR access to or use of the Service may require YOUR use of a media player or other application that is not provided by Breakout. YOUR use of such media player or other application will be governed by the license agreement accompanying the same, and YOU agree to comply with all of the terms and conditions of such license agreement. Please note that Breakout is not responsible or liable for your use of such third party applications.
Breakout takes no responsibility for advertisements or any third party material posted on the Service, nor does it take any responsibility for the products or services provided by advertisers or any other third parties, including Funding Partners. Any dealings YOU have with advertisers found while using the Service are between YOU and the advertiser, and YOU agree that Breakout is not liable for any loss or claim that YOU may have against an advertiser.
YOU authorize us to use information YOU provide to us for the purpose of providing the Service. Breakout may use such information to display, distribute, and create new material incorporating such information. By submitting information, you represent that YOU are the owner of the information and are entitled to disclose it to Breakout for use for this purpose, without any obligation by Breakout to pay any fees or other limitations and without any particular time limit.
By using the Service, you expressly authorize Breakout to access YOUR information maintained by third parties. You hereby authorize and permit Breakout to use information submitted by YOU to accomplish the foregoing and to configure any third party web site so that it is compatible with the third party sites for which YOU submit YOUR information.
For purposes of this Agreement, YOU grant Breakout, its service providers and Funding Partners access to third party sites to retrieve, review, and use YOUR information, and Breakout the right to share YOUR information with service providers and Funding Partners, with the full power and authority to do and perform each thing necessary in connection with such activities, as YOU could do in person. YOU understand and agree that Breakout may receive compensation from third parties in connections with referrals made to such parties, which may include YOUR information. YOU understand and agree that the Site is not sponsored or endorsed by any third parties accessible through the Site, and YOU hereby release Breakout, its service providers and Funding Partners from any claims arising out of the use of YOUR information in connection herewith or as contemplated herein.
The “pages” or documents on the Site, or portions thereof, including but not limited to all text, graphics, software, and other files, as well as their selection and arrangement, (collectively, the “content”) are the property of Breakout. Copyright 2017, Breakout Capital Finance, LLC. All rights reserved. All such content is presented as a service to clients of Breakout and may not be copied, distributed, republished, framed, licensed, sublicensed, downloaded, displayed, posted, sold, resold, or transmitted, in any form or by any means, in whole or in part, without Breakout’s prior written permission, except that such content may be viewed, downloaded, printed and distributed for your personal use or subject to the following conditions:
1. The content may only be used for noncommercial purposes; and,
2. Any copy of the content or portion thereof must include the following copyright notice: “Copyright 2015 Breakout Capital Finance, LLC. All rights reserved” and must retain all other proprietary notices.
Any other use of the content from the Site without prior written authorization of Breakout is prohibited. Any breach of any of the conditions herein will automatically terminate your permission to use the Site and its content.
Breakout trademarks and service marks include, but are not limited to, the following: BREAKOUT CAPITAL℠, BREAKOUT FINANCE℠, BREAKOUT CAPITAL FINANCE℠, and EMPOWERING SMALL BUSINESS℠. The trademarks and service marks may not be used or imitated, in or whole or in part, without Breakout’s prior written authorization. In addition all page headers, custom graphics, button icons and scripts are the trademarks, service marks, or trade dress of Breakout, and may not be used or imitated without prior written authorization of Breakout.
Agreement Regarding Proprietary Rights
YOU agree that YOU will not infringe upon any copyright, trademark, or other proprietary right of Breakout or its Funding Partners or affiliates, that YOU will not copy the Site in whole or in part except as expressly authorized herein, and that YOU will not decompile, reverse engineer, disassemble, or create derivative works of any work or software or other products or processes accessed through or on the Site. YOU further agree not to access or provide access to the Site by means other than the interface provided by Breakout for use in accessing the Site, and not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site. YOU agree to immediately cease and desist any and all uses of Breakout trademarks, service marks, content or other proprietary material upon request by Breakout.
Disclaimer Regarding Content, Product and Service Information
All content on the Site, including without limitation, all data, information, terminology and forms, is believed to be accurate. YOU, however, should independently evaluate the accuracy of the content and the suitability of any content, product, or service for YOUR particular application and needs. Content is subject to change without notice. In addition, Breakout reserves the right to make changes – without notification to users of the Site and clients – that do not affect compliance with any applicable specification. Breakout does not guarantee that products or services listed on the Site will be available at the time of YOUR inquiry.
Links and Third Party Content
The Site may from time to time contain links to other websites. These links do not constitute an endorsement, sponsorship or recommendation by Breakout – nor a responsibility for – the linked website or any content, services or products available on or through the linked website. The Site also may contain material or information provided, posted or offered by third parties, including but not limited to advertisements. You agree that Breakout shall have no liability to YOU for any such third party material or information or for any goods, services, resources or content available through any third party or third party website, or for any damages or harm related thereto.
User Conduct. YOU agree that you shall:
- not disrupt or interfere with the security of, or otherwise cause harm to, the Site, or any services, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site or affiliated or linked sites;
- not disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked sites;
- not upload, post, or otherwise transmit through the Site any viruses or other harmful, disruptive or destructive files;
- not use or attempt to use another’s account, password, service or system without authorization from Breakout;
- not create or use a false identity;
- not transmit through the Site any message, data, information, text or other content that is unlawful, inaccurate, defamatory, obscene, pornographic, harassing, threatening, invasive of privacy or publicity rights, sexually or adult oriented, inflammatory, promotes hate or racism, or is otherwise objectionable; and
- not transmit through the Site any message, data, information, text or other content that would constitute or encourage a criminal offense, violate any intellectual property or other proprietary right of any party, or otherwise create liability or violate any local, state, national or international law or regulation.
Disclaimer of Warranties
THE SITE AND THE CONTENT AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND/OR ITS CONTENT IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BREAKOUT CAPITAL FINANCE, LLC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
BREAKOUT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR ITS CONTENT WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES BREAKOUT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR ITS CONTENT OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SITE OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE FILES.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT AND/OR DATA.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BREAKOUT OR VIA THE SITE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED HEREIN.
YOU ACKNOWLEDGE THAT BREAKOUT DOES NOT CONTROL ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE. BREAKOUT ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT, PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY SUCH THIRD PARTIES THROUGH THE SITE.
SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN REPRESENTATIONS, WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitations of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL BREAKOUT OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, FUNDING PARTNERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE SITE OR ANY CONTENT CONTAINED ON THE SITE, OR ANY CONTENT, PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF BREAKOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
YOU agree to defend, indemnify and hold harmless Breakout, its subsidiaries, parent companies, affiliates, information providers and Funding Partners, and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings (collectively, “Claims”), as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from (a) any material posted or otherwise provided by YOU that infringes or allegedly infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames or allegedly defames any person or violates or allegedly violates any rights of publicity or privacy, (b) any misrepresentation made by YOU in connection with YOUR use of the Service; (c) any non-compliance by YOU with the terms and conditions of this Agreement; and (d) Claims brought by persons or entities other than the parties to this Agreement arising from or related to any content YOU transmit via the Site, YOUR violation of the Site Terms and/or YOUR access and/or use of the Service, including the information obtained through the Service.
Communications with Breakout
Changes to These Site Terms
Breakout may change these Site Terms from time to time, and reserves the right to do so. We need not inform YOU of changes to the Site Terms. YOUR continued use of the Site after we have posted any such changes to the Site Terms constitutes YOUR acceptance of any such changes.
Changes to the Site
Breakout may, in its sole discretion, terminate, change, suspend or discontinue any aspect of the Site or any services offered via the Site, temporarily or permanently, without notice to you, and you agree that Breakout shall not be liable therefor.
Breakout reserves the right to terminate YOUR license to use the Site, and to block or otherwise prevent YOUR future access to and use of the Site, with or without notice to YOU, and at sole discretion of Breakout. YOU agree that Breakout shall not be liable for any termination of YOUR use of or access to the Site, or for any damages or harm caused thereby. In the event of any termination of the Site Terms or YOUR use of or access to the Site, YOU agree that the provisions regarding Disclaimer of Warranties, Limitations of Liability, Privacy, Indemnification, Termination, Applicable Law and General shall survive any such termination.
U.S. Government Restricted Rights
The content on the Site is provided to government users with no greater than “Restricted Rights” as set forth in applicable laws and regulations, and use, duplication or disclosure by the government is subject to such restrictions. Use of the content on the Site constitutes acknowledgement of Breakout’s proprietary rights in such content.
The Site is controlled, operated and administered by Breakout from its offices within the United States of America. Breakout makes no representation or warranty that the materials or content available through the Site are appropriate or available for use at other locations outside the United States and access to them from territories where their content is illegal or is prohibited. YOU may not use the Site or export the content in violation of U.S. export laws and regulations. If YOU access the Site from a location outside the United States, YOU are responsible for compliance with all local laws.
Notice of Infringement
If, as a result of YOUR use of the Site, YOU believe that any content of the Site or use or operation of the Site infringes any patent, trademark, copyright or other intellectual property right that YOU own or control, then YOU agree to provide written notice to Breakout prior to the commencement of any legal action. Such notice shall be sent to:
Breakout Capital Finance, LLC
Attention: Chief Executive Officer
6862 Elm Street, 3rd Floor
McLean, Virginia 22101
Applicable Law and Dispute Resolution
These Site Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving effect to conflict of laws provisions. Except as otherwise provided in the following paragraphs, YOU agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of Fairfax, Virginia U.S.A. YOU agree that any claim or cause of action arising out of or related to these Site Terms or to any Site use must commence within one year after the claim or cause of action arose; otherwise such claim or cause of action is permanently barred, regardless of any statute of limitations to the contrary.
All disputes arising under or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”), as amended by the terms of this Agreement. The Supplementary Procedures are available online at www.adr.org (click on the link labeled “Rules,” and then click on the link labeled “Supplementary Procedures for Consumer-Related Disputes”). To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. In the event that any in-person appearances are required by the arbitrator, such appearances shall be held in the town of McLean in the Commonwealth of Virginia. The arbitrator’s decision shall be based upon the laws of the Commonwealth of Virginia, without giving effect to any principles of conflicts of law. Arbitration proceedings shall be confidential, and shall be conducted in a manner that preserves such confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final, binding and non-appealable. The award rendered by the arbitrator may be confirmed and enforced in any court having competent jurisdiction thereof, and YOU agree that federal and state courts in the Fairfax County in the Commonwealth of Virginia shall have such jurisdiction. The foregoing shall not preclude Breakout from seeking any injunctive relief in a court of law or equity for protection of its intellectual property rights (including the rights of its licensors).
Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between YOU and Breakout alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, and without waiving either party’s right of appeal, if any portion of this “Class Action Waiver and Other Restrictions” provision is deemed invalid or unenforceable, then the entire Arbitration Provision (other than this sentence) shall not apply.
Should any provision in these Site Terms be found invalid or unenforceable for any reason, then that provision shall be enforced to the maximum extent possible so as to give effect to the intent of the parties as reflected by that provision, shall be deemed severable from these Site Terms, and shall not affect the validity or enforceability of the remaining provisions. Any failure by Breakout to enforce or exercise any provision of the Site Terms or related right shall not constitute a waiver of that right or provision. The section titles used in the Site Terms are purely for convenience and carry with them no legal or contractual effect.
YOU acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by Breakout to provide the Service hereunder. YOU may not assign any of YOUR rights, obligations or privileges hereunder without the prior, written consent of Breakout which may be withheld at Breakout’s sole discretion. Any assignment of the foregoing other than as provided for in this section shall be null and void, ab initio. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement, shall be enforced to the fullest extent allowed by law as to effect the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any and all operating rules posted by Breakout from time to time on the Site, constitute the entire agreement of YOU and Breakout with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between YOU and Breakout with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. YOU agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Service or access to the Service. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. If YOU believe that any content on the Service (including, without limitation, postings) violates any of the terms of this Agreement, please send us a message about it. We may or may not respond to YOUR message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message. YOU acknowledge that the provisions of this Agreement are intended to inure to the benefit of entities affiliated with Breakout and its Funding Partners, licensors and information providers and, as to the provisions of the Indemnification section, each indemnified person or entity referred to in the Indemnification section, in each case as third party beneficiaries of the provisions of this Agreement or such Indemnification section, as applicable, and each such person or entity shall be entitled to enforce such provisions against YOU.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If YOU have a question or complaint regarding the Service, please send an e-mail. YOU may also contact us by writing to Breakout Capital Finance, LLC — Customer Care Department, 6862 Elm Street, 3rd Floor, McLean, Virginia 22101, or by calling us at (888) 318-3534. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
LAST UPDATED: September 26, 2017