IMPORTANT NOTICE

PLEASE READ THESE CONDITIONS CAREFULLY AS THEY GOVERN YOUR USE OF THE U.S. WEBSITE www.breezie.com (“WEBSITE”) TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS. BY ACCESSING THE WEBSITE YOU SHALL BE DEEMED TO HAVE ACCEPTED THESE CONDITIONS AND TO HAVE ENTERED INTO A LEGALLY BINDING CONTRACT WITH BREEZIE, INC., A DELAWARE CORPORATION, HEADQUARTERED IN PITTSBURGH, PA (“BREEZIE”). PLEASE READ THIS AGREEMENT CAREFULLY AS WELL AS OUR PRIVACY POLICY, WHICH IS ALSO INCORPORATED HEREIN BY REFERENCE.  IF YOU DO NOT ACCEPT THE CONDITIONS SET FORTH IN THIS AGREEMENT AND IN OUR PRIVACY POLICY, YOU SHOULD IMMEDIATELY CEASE USING THE WEBSITE.

WE MAY MODIFY THESE CONDITIONS AT ANY TIME. ANY SUCH MODIFICATIONS ARE EFFECTIVE IMMEDIATELY FROM THE TIME THEY ARE INCLUDED ON OUR WEBSITE. YOU AGREE TO REVIEW THESE CONDITIONS REGULARLY TO ENSURE YOU ARE AWARE OF ANY MODIFICATIONS TO THEM.  ANY MODIFICATIONS TO THE CONDITIONS WILL BE BINDING ON YOU.

1.            GENERAL INFORMATION

References to “we”/”our”/”us” mean Breezie, Inc., a Delaware Corporation with mailing address c/o Reed Smith LLP, 225 Fifth Avenue, Pittsburgh, PA 15222.

2.            REQUIREMENTS

Users must be either 18 years of age or older, or an emancipated minor, or possess legal parental or guardian consent, and be fully able and competent, to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Use and abide by and comply with these Terms of Use. You hereby represent and warrant that you are domiciled in the United States and you are 18 years old or older recognizing that this Website is not intended for children under 13 years of age. A user’s right to participate in this Website may be terminated without warning, if we discover that a user is under 13 years of age.

3.            DESCRIPTION OF SERVICES

The Website serves the community of people seeking easy internet access and assistance with use of tablet computers and other hardware and software.  The Website is accessible to both visitors to the Websites and Breezie customers (“Customers”); however certain features and services may be available only to Customers. For the purposes of this Agreement, the features and services available on the Websites shall be referred to as “Breezie Services.”

4.            LICENSE GRANT

“Content” refers to all elements of the Website, Breezie Services, trademarks, service marks, logos, brands and brand names, trade dress and trade names and all other distinctive identification (“Marks”), all content, audio, video, audio-visual, text, graphics, messages, newsletters, artwork, illustrations, images, photographs, data and data collection tools and applications, information, databases, designs and all other proprietary information and materials, whether or not copyrightable or otherwise legally protectable, tangible or intangible, including the selection, sequence, look and feel and arrangement of items. As a user of the Website, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Website and Content, features, tools and applications in accordance with this Agreement. Breezie may terminate this license at any time for any reason without prior notice to you. You agree that you may use the Website only for your own personal use, and that you will not use the Website for any commercial purposes. Unless otherwise expressly stated herein or on the Website, no part of the Website or any content contained thereon may be reproduced in any form. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website, Content or any portion thereof. Breezie reserves any rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on Breezie infrastructure. Your right to use the Website and Breezie Services is not transferable.

5.            PROPRIETARY RIGHTS

Content is either our property or owned by our licensors, operational service providers, advertisers, partners or other third parties and is protected under U.S. Federal and State, as well as any foreign laws, regulations and international treaties that apply. You agree not to reproduce, transmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any other person or entity without the prior express written consent of Breezie. While you may print or download extracts from the Website for your personal use you may not otherwise download, copy, reproduce, redistribute, republish, transmit, adapt, alter, create derivative works from or otherwise extract or reutilize any material contained on this Website for commercial purposes without our written prior permission and unless you:

(a)          acknowledge us as the source of the material; and

(b)          inform the third party to whom you are disseminating the information of these Conditions and the fact that they apply to them.

You may not alter, delete, obscure or conceal any copyright or other notices applicable to Content, impair or attempt to neither circumvent or alter any digital rights management or other technology, nor use Content or the Breezie Services in violation of this Agreement or any laws or regulations. You may not use, store or do anything with Content, unless expressly permitted under this Agreement. You may not use any computerized or automatic mechanism, to access, scrape, extract or download any Content without our prior written consent or use Breezie Services in an illegal or harmful manner. While you may print or download extracts from the Website for your personal use you may not otherwise download, copy, reproduce, redistribute, republish, transmit, adapt, alter, create derivative works from or otherwise extract or reutilise any material contained on this Website for commercial purposes without our written prior permission and unless you:

(a)      acknowledge us as the source of the material; and

(b)      inform the third party to whom you are disseminating the information of these Conditions and the fact that they apply to them.

6.            LINKING TO THIS WEBSITE OR TO THIRD PARTY WEBSITES

Linking to and/or framing of this Website without our prior written consent is strictly prohibited.

From this Website you may be able to access websites operated by others. Links to third party websites on the Website are provided solely for your convenience. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We do not endorse such websites nor do we accept responsibility for any damage or loss you may suffer from accessing such websites or any material on them.

7.            SERVICE ACCESS

While we endeavour to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period.

Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

8.            VIRUSES AND ENCRYPTION

Please note that viruses and similar destructive programs are an inherent risk of communication via the Internet. While we will use our reasonable endeavors to prevent contamination of any material accessed by you via the Website, we do not, to the maximum extent permitted by law, accept any liability for any virus or similar destructive code which computer equipment and/or software used by you may suffer as a result of you accessing this Website and/or as a result of any other communication via the Internet between you and us.

It is your sole responsibility to scan what you choose to download from this Website to ensure that it is free from viruses, worms, trojan horses and other similar destructive code.

Please note that any email sent to or from us via this Website and any attachments will not be encrypted and may therefore be liable to compromise. This is an inherent risk in relation to email.

We do not, to the extent permitted by law, accept any liability (whether in contract, tort, negligence or otherwise) for any external compromises of security and/or confidentiality in relation to transmissions sent by email.

9.            USE OF WEBSITE AND EMAIL COMMUNICATION

You shall only use the Website for lawful purposes.

When you use the Website and/or send us an email, you are communicating with us electronically. You consent to all communications being sent to you electronically via the email address that you provide to us. You agree that such communications will satisfy any legal requirement for the communication to be in writing.

10.         VISITOR MATERIAL AND CONDUCT

Other than personal data, which is covered under our Privacy Policy, any material you transmit or post to the Website shall be considered non-confidential and non-proprietary. We shall have no obligations with respect to such material. We and our designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

You are prohibited from posting or transmitting to or from the Website any material:

(a)          that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(b)          for which you have not obtained all necessary licenses and/or approvals; or

(c)          which constitutes or encourages conduct that would be considered a criminal offense, gives rise to civil liability, or otherwise is contrary to the law of or infringes the rights of any third party, in any country in the world; or

(d)          which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You may not misuse the Website (including, without limitation, by hacking).

We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of this clause 10.

11.         WEBSITE CONTENT DISCLAIMER

The Websites, Content and BREEZIE Services are provided on an “as is” and “as available” basis. All warranties, whether express or implied, statutory or otherwise, are disclaimed to the fullest extent permissible pursuant to applicable law (including, but not limited to, the disclaimer of any warranties of merchantability, title, non-infringement of intellectual property and/or fitness for a particular purpose). WE HEREBY DISCLAIM ANY LIABILITY OR RESPONSIBILITY, WHETHER ARISING UNDER CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, CONTENT, OR BREEZIE SERVICES. In particular, but not as a limitation thereof, BREEZIE makes no warranty that: (A) the Website, Content and/or Breezie services will meet your requirements or be satisfactory to you; (B) the Websites, Content and/or Breezie services, will be uninterrupted, timely, secure or error-free or that any errors or defects will be corrected; or (C) the information that may be obtained from the use of the Website, Content and/or Breezie Services will be accurate or reliable. The Website, Content and/or Breezie services may contain bugs, errors, problems or other limitations. We will not be liable for the availability of the underlying internet connection associated with the Website. We hereby disclaim any and all liability for harm resulting from downloading or accessing any content through the Website including, without limitation, for harm caused by viruses, worms, trojan houses or other similar devices. No advice or information, whether oral or written, obtained by you from Breezie or through or from the Website, Content and/or Breezie services shall create any warranty not expressly stated in this agreement.

The Website, Content and/or Breezie services ARE strictly for informational and educational purposes only and should not be considered AND do not constitute, legal, business, or other professional advice. Opinions, data and other information contained on the Websites, Content and/or Breezie services are not necessarily our views and we are not responsible for information posted by users

Nothing in this Website is intended to be, nor should it be, construed as being an offer to enter into a contractual relationship.

12.         LIMITATION OF LIABILITY.

You understand and agree, to the fullest extent permissible by law, neither we nor any affiliate, successor or assignee, nor any of our or their officers, directors, trustees, employees, agents, licensors, representatives, advertisers or partners shall be liable for any claim, loss or damage, direct or indirect, including, without limitation, compensatory, consequential, incidental, indirect, special, exemplary or punitive damages of any kind whatsoever in connection with, as a result of, or arising from: (i) your use or inability to use the Website, Content and/or Breezie services, or (ii) the cost of procurement of substitute goods and services resulting from any problem(s) with the goods, content and/or services purchased or obtained from the website, or transactions entered into, through or from the Website, regardless of the form of action, legal theory or basis of any claim, whether or not any party has been advised of the possibility of damages. If any limitation of remedy, damages or liability is prohibited or restricted by law, we are entitled to the maximum disclaimers and limitations permitted under this agreement, at law and in equity. However, in no event shall our total liability to you for damages, losses, and causes of action arising from these Terms of Use or use of the Website exceed the amounts, if any, paid by you to Breezie for your use of the Website or purchase of products via the Website, even if you claim that remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or certain limitations on damages and remedies, so some of these exclusions and limitations may not apply to you.

13.         INDEMNIFICATION.

You agree to defend and indemnify us and any of our affiliates, as well as our and their officers, directors, trustees, employees, agents, licensors, representatives and advertisers against any and all demands, claims and actions (including, without limitation, any claim you improperly downloaded, used, encoded, decoded, compressed, copied, displayed, broadcast, adapted, accessed, exported or transmitted any Content) (“Claims”). You also agree to hold us harmless from and against all losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from or arising from or associated with: (i) your breach or violation of this Agreement; (ii) your breach or violation of any law or regulation or infringement, misappropriation or violation of the rights of any other party, (iii) your use of the Website, including any post, Content, messages or any other materials on the Website.  We reserve the right, at our expense, to assume the exclusive defense and control of any such Claims and all negotiations for their settlement or compromise and you agree to fully cooperate with us.

14.         NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

If you believe that a posting infringes on your copyrights, you may submit to us a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) DO NOT USE THIS PROCEDURE FOR ANYTHING UNRELATED TO COPYRIGHT INFRINGEMENT.

Pursuant to the DMCA, all notifications of claimed copyright infringement of Content on our Service should be sent ONLY to our Designated Agent. Written notification of copyright infringement must be submitted to our Designated Agent at the following address:

[Breezie contact information]_______

Your notification of claimed infringement must include the following information: (1) an electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest; (2) identification of the copyrighted work (or works) that you claim has (or have) been infringed; (3) a description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully found; the name, edition and pages of a book from which an excerpt was copied, etc.); (4) a clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material; (5) your name, address, telephone number, and e-mail address; (6) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (7) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

SENDING US A COUNTER-NOTICE IF YOUR POSTING WAS REMOVED BUT YOU BELIEVE IT IS NOT INFRINGING

If you posted material that was removed in response to a notice of infringement and you believe the material was removed due to mistake or misidentification, you may request us to replace the posting by sending us a counter-notice to our Designated Agent as shown above.

Your counter-notice must be a written communication and must include substantially the following information: (1) your physical or electronic signature; (2) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (3) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (4) your name, address, telephone number and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification of copyright infringement or an agent of such person.

When we receive a counter-notice that complies with these requirements, we reserve the right, but not the obligation, to restore the material that was removed after forwarding a copy of the counter-notice to the person who sent the notice of infringement and waiting at least 10 business days for such person to respond.

15.         CHOICE OF LAW.

YOUR USE OF THE WEBSITE AND BREEZIE SERVICES AND THIS AGREEMENT IS GOVERNED AND WILL BE ENFORCED UNDER THE LAWS OF DELAWARE APPLICABLE TO CONTRACTS MADE, EXECUTED AND WHOLLY PERFORMED IN DELAWARE, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES. YOU UNCONDITIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS SITUATED IN DELAWARE AND YOU WILL NOT OBJECT ON THE GROUNDS OF LACK OF PERSONAL JURISDICTION, INCONVENIENT FORUM OR OTHERWISE. YOU AGREE PRINTED COPIES OF ANY AND ALL AGREEMENTS AND/OR NOTICES IN ELECTRONIC FORM ARE ADMISSIBLE IN ANY LEGAL OR REGULATORY PROCEEDINGS.

16.         TERMINATION.

BREEZIE MAY TERMINATE, CHANGE, SUSPEND OR DISCONTINUE ANY ASPECT OF THE WEBSITE OR THE WEBSITE’S SERVICES AT ANY TIME. BREEZIE MAY RESTRICT, SUSPEND OR TERMINATE YOUR ACCESS TO THE WEBSITE AND/OR ITS SERVICES IF WE BELIEVE YOU ARE IN BREACH OF OUR TERMS AND CONDITIONS OR APPLICABLE LAW, OR FOR ANY OTHER REASON WITHOUT NOTICE OR LIABILITY. BREEZIE MAINTAINS A POLICY THAT PROVIDES FOR THE TERMINATION IN APPROPRIATE CIRCUMSTANCES OF THE SITE USE PRIVILEGES OF USERS WHO ARE REPEAT INFRINGERS OF INTELLECTUAL PROPERTY RIGHTS.

17.         MISCELLANEOUS.

SHOULD ANY PART OF THIS AGREEMENT BE HELD INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE SEVERED FROM THE REMAINDER OF THIS AGREEMENT, AND THE REMAINING PORTIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. BREEZIE’S FAILURE TO INSIST UPON OR ENFORCE STRICT PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY PROVISION OR RIGHT. ANY AMENDMENT TO OR WAIVER OF ANY PORTION OF THIS AGREEMENT MUST BE MADE IN WRITING AND SIGNED BY US.  ANY CAUSE OF ACTION WHICH YOU MAY HAVE WITH RESPECT TO THE WEBSITES OR THE BREEZIE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SUCH CLAIM OR CAUSE OF ACTION IS BARRED.

18.         CUSTOMER SERVICE.

If you have any questions, please visit our “Contact Us” page.