Terms of Service & User Agreements a

Effective Date: March 15, 2026 | Version 1.0

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE BREAKOUT CONNECT PLATFORM. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING THE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE. THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 17.

1. Parties, Acceptance, and Definitions

This Terms of Service Agreement ("Agreement") is entered into by and between Breakout Connect LLC, a limited liability company organized under the laws of the State of Florida, doing business as BreakoutConnect ("Company," "we," "us," or "our"), and the entity or individual accessing or using the BreakoutConnect platform ("Client," "you," or "your"). Together the parties are referred to as the "Parties."

1.1 Definitions

"Service" means the BreakoutConnect software-as-a-service platform, including all web applications, APIs, dashboards, integrations, mobile interfaces, and any related documentation, updates, or supplementary services provided by Company.
"Subscription" means a paid or trial plan granting Client access to the Service for a defined term.
"Authorized Users" means individuals whom Client permits to access the Service under Client's account, including employees, contractors, and agents.
"Client Data" means all data, content, and information uploaded, submitted, or transmitted by Client or its Authorized Users through the Service.
"Event" means a live conference, convention, meeting, or production managed through the Service.
"Confidential Information" means any non-public technical, business, financial, or operational information disclosed by either Party.
"Order Form" means any written or electronic order, invoice, or subscription confirmation executed between the Parties.

2. Account Registration and Access

2.1 Eligibility. You must be at least eighteen (18) years of age and have the legal authority to enter contracts on behalf of the entity you represent. By creating an account, you represent and warrant that you meet these requirements.

2.2 Account Accuracy. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update that information. Company may suspend or terminate accounts with materially false or misleading information.

2.3 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Company immediately at legal@breakoutconnect.com of any unauthorized use or suspected breach of security. Company is not liable for losses resulting from unauthorized use of your account credentials.

2.4 Authorized Users. Client may grant access to Authorized Users up to the limit specified in the applicable Subscription plan. Client is responsible for Authorized Users' compliance with this Agreement and shall ensure that Authorized Users do not share credentials.

2.5 Multi-Tenant Environment. The Service operates as a multi-tenant platform. Client's data is logically isolated from other tenants. Client acknowledges that the Service is shared infrastructure and agrees not to attempt to access or interfere with data belonging to other tenants.

3. Subscriptions, Fees, and Payment

3.1 Subscription Plans. Company offers the following subscription tiers subject to change with notice: Starter ($49/month), Pro ($149/month), and Enterprise ($499/month). Features available under each tier are as described on the Company's pricing page at the time of subscription. Company reserves the right to modify pricing with thirty (30) days written notice to existing subscribers.

3.2 Payment Terms. All fees are due in advance on the first day of each billing period. Fees are non-refundable except as expressly set forth in this Agreement. Client authorizes Company to charge the designated payment method on a recurring basis for the applicable Subscription fees.

3.3 Taxes. All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. Client is responsible for all taxes associated with the Service other than taxes based on Company's net income.

3.4 Late Payment and Suspension. If any payment is more than ten (10) days past due, Company may, without limiting other remedies: (a) suspend access to the Service; (b) charge a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower; and (c) require advance payment for future billing cycles.

3.5 Upgrades and Downgrades. Subscription upgrades take effect immediately with prorated charges. Downgrades take effect at the start of the next billing cycle. No refunds are issued for downgrades.

3.6 Free Trials. Company may offer trial periods at its sole discretion. At the end of a trial, the Service will automatically convert to a paid subscription unless Client cancels before the trial ends. Company reserves the right to modify or discontinue trials at any time.

3.7 Disputed Charges. Client must notify Company of any disputed charge within thirty (30) days of the invoice date. Failure to notify within this period constitutes a waiver of the right to dispute the charge.

4. Acceptable Use Policy

4.1 Permitted Use. Client may use the Service solely for its internal business operations to manage live events and audiovisual production activities. Any use outside the scope of this Agreement requires prior written consent from Company.

4.2 Prohibited Conduct. Client and its Authorized Users shall NOT:

Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Service;
Copy, modify, create derivative works of, or sublicense the Service or any part thereof;
Resell, redistribute, or offer the Service as a bureau service or managed service to third parties without express written authorization;
Use the Service to store, transmit, or distribute unlawful, defamatory, obscene, or infringing content;
Introduce malware, viruses, Trojan horses, or any other harmful code;
Circumvent, disable, or interfere with security features, access controls, or audit logging;
Use the Service to transmit unsolicited commercial communications (spam) or conduct phishing operations;
Conduct load testing, benchmarking, or penetration testing without prior written consent;
Aggregate or scrape data from the Service using automated means;
Use the Service in violation of any applicable federal, state, local, or international law or regulation;
Exceed usage limitations associated with Client's Subscription plan.

4.3 Responsibility for Content. Client is solely responsible for the accuracy, legality, and appropriateness of all Client Data submitted through the Service. Company does not pre-screen Client Data but reserves the right to remove content that violates this Agreement.

5. Intellectual Property Rights

5.1 Company IP. The Service, including all software, code, interfaces, data models, documentation, trademarks, and trade dress, is and shall remain the exclusive property of Inspired Technical Management LLC d/b/a BreakoutConnect and its licensors. No title or ownership is transferred to Client. All rights not expressly granted herein are reserved by Company.

5.2 License Grant to Client. Subject to Client's compliance with this Agreement and timely payment of fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for Client's internal business purposes during the Subscription term.

5.3 Client Data Ownership. Client retains all right, title, and interest in and to Client Data. Client grants Company a worldwide, royalty-free, non-exclusive license to host, store, process, display, and transmit Client Data solely as necessary to provide the Service and as permitted by the Privacy Policy.

5.4 Feedback. If Client provides suggestions, ideas, enhancement requests, or other feedback about the Service ("Feedback"), Client grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Service without obligation or compensation to Client.

5.5 Aggregate Data. Company may collect, generate, and use anonymized and aggregated data derived from Client's use of the Service for purposes of improving the Service, developing new features, and generating industry insights, provided such data does not identify Client or any individual.

6. Confidentiality

6.1 Obligations. Each Party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

6.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) was already known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law, regulation, or court order, provided the disclosing Party is given advance notice where legally permissible.

6.3 Equitable Relief. The Parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Either Party may seek injunctive or other equitable relief from a court of competent jurisdiction without waiving the right to arbitration.

7. Data Privacy and Security

7.1 Privacy Policy. Company's collection and use of personal data is governed by the Breakout Connect Privacy Policy, which is incorporated into this Agreement by reference. In the event of conflict between this Agreement and the Privacy Policy with respect to personal data, the Privacy Policy shall control.

7.2 Security Measures. Company implements commercially reasonable administrative, physical, and technical safeguards to protect Client Data, including AES-256-GCM encryption at rest, TLS encryption in transit, hashed credential storage using bcrypt, and access controls. However, no security system is impenetrable and Company cannot guarantee absolute security.

7.3 Data Processing. To the extent Client Data includes personal data of EU data subjects, the Parties agree to execute a Data Processing Addendum (DPA) upon written request. Company shall process such data only on Client's documented instructions.

7.4 Breach Notification. Company will notify Client without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of a confirmed data breach affecting Client Data, unless prohibited by law enforcement.

7.5 Data Retention and Deletion. Upon termination or expiration of the Subscription, Company will retain Client Data for thirty (30) days, during which time Client may export data. After thirty (30) days, Company will securely delete or anonymize Client Data, except as required by law.

7.6 Third-Party Sub-processors. Company may engage third-party service providers to process Client Data ("Sub-processors"). Company maintains a list of current Sub-processors available upon request and will notify Client of material changes to Sub-processors.

8. Service Availability and Uptime

8.1 Target Availability. Company targets 99.9% monthly uptime for the Service, excluding Scheduled Maintenance and force majeure events. Uptime is calculated as: (Total Minutes in Month – Downtime Minutes) / Total Minutes in Month x 100.

8.2 Scheduled Maintenance. Company will provide at least twenty-four (24) hours advance notice of scheduled maintenance windows. Company will use commercially reasonable efforts to schedule maintenance during off-peak hours.

8.3 Service Credits. If monthly uptime falls below 99.9%, Client may request service credits as follows: 99.0%–99.9% = 5% credit; 95.0%–98.9% = 10% credit; below 95.0% = 25% credit. Service credits are Client's sole remedy for downtime and do not apply to downtime caused by Client's actions, third-party services outside Company's control, or force majeure.

8.4 Exclusions. Uptime calculations exclude downtime resulting from: (a) Client's acts or omissions; (b) third-party network or infrastructure failures; (c) force majeure events; (d) emergency security patches; or (e) Client's failure to follow documentation or best practices.

9. Third-Party Services and Integrations

9.1 Third-Party Services. The Service may integrate with or link to third-party services including, without limitation, Stripe (payment processing), SendGrid (email delivery), Twilio (SMS communications), Amazon Web Services (file storage), and DigitalOcean (cloud hosting). Client acknowledges that such integrations are subject to the third parties' separate terms and privacy policies.

9.2 No Endorsement. Company does not endorse, warrant, or assume liability for third-party services. If a third-party service becomes unavailable or materially changes, Company will use commercially reasonable efforts to provide an alternative but shall not be liable for resulting disruptions.

9.3 API Keys and Credentials. If Client provides its own API credentials for third-party integrations ("Bring Your Own Service" configurations), Client is solely responsible for the security and compliance obligations associated with those credentials.

10. Representations and Warranties

10.1 Mutual Warranties. Each Party represents and warrants that: (a) it has the legal authority to enter this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it; and (c) its entry into this Agreement does not violate any other agreement to which it is a party.

10.2 Company Warranty. Company warrants that the Service will perform materially in accordance with its published documentation under normal use and circumstances. As Client's sole remedy for breach of this warranty, Company will use commercially reasonable efforts to correct the non-conformance.

10.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE CLAIMED.

11.2 AGGREGATE LIABILITY CAP. COMPANY'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis. The Parties acknowledge that the limitations in this Section 11 reflect a reasonable allocation of risk and are an essential basis of the bargain between the Parties. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

11.4 Exceptions. The limitations in Section 11.1 and 11.2 shall not apply to: (a) Client's payment obligations; (b) either Party's indemnification obligations; (c) damages arising from a Party's gross negligence or willful misconduct; or (d) claims for breach of confidentiality obligations.

12. Indemnification

12.1 Client Indemnification. Client shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client Data, including any third-party claim that Client Data infringes any intellectual property right or violates any law; (c) Client's use of the Service in violation of applicable law; or (d) the acts or omissions of Client's Authorized Users.

12.2 Company Indemnification. Company shall defend, indemnify, and hold harmless Client from and against third-party claims alleging that the Service, as provided by Company and used by Client in accordance with this Agreement, directly infringes a United States patent, copyright, or trademark. This obligation does not apply if the infringement arises from: (a) Client's modification of the Service; (b) combination with third-party products not provided by Company; (c) Client's failure to use updates provided by Company; or (d) Client's use beyond the scope of the license granted.

12.3 Indemnification Procedure. The indemnified Party must: (a) promptly notify the indemnifying Party in writing of any claim; (b) give the indemnifying Party sole control of the defense and settlement; and (c) cooperate fully with the indemnifying Party at the indemnifying Party's expense. The indemnified Party may participate with counsel of its choice at its own cost.

13. Term and Termination

13.1 Term. This Agreement commences on the date Client creates an account or signs an Order Form and continues for the initial Subscription term specified in the applicable Order Form or pricing page. Unless otherwise stated, subscriptions automatically renew for successive one-month periods unless either Party provides thirty (30) days written notice of non-renewal before the end of the then-current term.

13.2 Termination for Convenience. Client may terminate this Agreement by providing thirty (30) days written notice to Company. No refunds are provided for fees paid for periods after the termination effective date.

13.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; (b) the other Party becomes the subject of a bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days; or (c) the other Party makes an assignment for the benefit of creditors.

13.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) all licenses granted to Client immediately terminate; (b) Client must cease all use of the Service; (c) each Party will return or certify destruction of the other's Confidential Information; and (d) Client's payment obligations for services rendered through the termination date survive.

13.5 Survival. Sections 5, 6, 7.5, 10.3, 11, 12, 13.4, 13.5, 14, 16, 17, 18, and 19 shall survive termination or expiration of this Agreement.

14. Digital Millennium Copyright Act (DMCA)

14.1 DMCA Policy. Company respects intellectual property rights. If you believe material available through the Service infringes your copyright, please submit a DMCA takedown notice to our designated agent:

Email: legal@breakoutconnect.com
Physical Address: Inspired Technical Management LLC, Attn: DMCA Agent, PO Box 345, Sanford, FL 32772

14.2 Counter-Notice. If Client believes its content was wrongfully removed, it may submit a counter-notice to the above contact. Company will process notices and counter-notices in accordance with the DMCA, 17 U.S.C. § 512.

14.3 Repeat Infringers. Company will terminate access of users who are determined to be repeat infringers in appropriate circumstances.

15. Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond the affected Party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, labor disputes, internet outages, or failures of third-party infrastructure providers. The affected Party shall promptly notify the other of the force majeure event and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either Party may terminate the Agreement upon written notice without liability.

16. Governing Law and Venue

16.1 Governing Law. This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

16.2 Jurisdiction. Subject to Section 17 (Arbitration), the Parties consent to the exclusive personal jurisdiction and venue of the federal and state courts located in Miami-Dade County, Florida for any claims not subject to arbitration, including emergency injunctive relief.

17. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF DISPUTES AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. THIS SECTION DOES NOT PREVENT EITHER PARTY FROM SEEKING EMERGENCY INJUNCTIVE RELIEF.

17.1 Agreement to Arbitrate. Except as set forth in Section 17.6, any and all disputes, claims, or controversies arising out of or relating to this Agreement, the Service, the relationship between the Parties, or any breach, termination, enforcement, interpretation, or validity of this Agreement (collectively, "Disputes"), shall be resolved exclusively through final and binding arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes, both available at www.adr.org.

17.2 Arbitrator Authority. The arbitrator shall have exclusive authority to: (a) resolve all Disputes; (b) determine the arbitrability of any claim; and (c) award any relief that would be available in a court of law, except as limited by this Agreement. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Seat and Procedure. The seat of arbitration shall be Miami-Dade County, Florida. The arbitration shall be conducted in English. The arbitrator shall apply the substantive law of the State of Florida. Unless otherwise agreed, the arbitration shall be conducted remotely unless the arbitrator determines that an in-person hearing is necessary.

17.4 Fees. Each Party shall initially bear its own arbitration fees. The arbitrator may award fees and costs to the prevailing Party in accordance with applicable law and AAA rules. For disputes involving amounts less than ten thousand dollars ($10,000), Company will advance the filing fee if Client demonstrates financial hardship.

17.5 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE ARBITRATED OR LITIGATED SOLELY ON AN INDIVIDUAL BASIS. CLIENT WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION CLAUSE SHALL BE VOID AND DISPUTES SHALL BE RESOLVED IN COURT.

17.6 Exceptions to Arbitration. Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Miami-Dade County, Florida to protect its intellectual property rights or Confidential Information pending the resolution of a Dispute by arbitration. Any such court action shall not be deemed a waiver of the right to arbitrate.

17.7 Statute of Limitations. Any Dispute must be filed within one (1) year after the cause of action arises, or it shall be permanently barred. This one-year limitation period shall apply regardless of any longer statute of limitations that might otherwise apply under applicable law.

17.8 Small Claims. Notwithstanding Section 17.1, either Party may bring an individual claim in small claims court in Miami-Dade County, Florida for Disputes within the jurisdictional limits of that court, provided the matter remains in small claims court and is not removed or appealed to a court of general jurisdiction.

18. General Provisions

18.1 Entire Agreement. This Agreement, together with all Order Forms and the Privacy Policy, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or understandings, whether oral or written.

18.2 Amendment. Company may modify this Agreement by posting updated terms at breakoutconnect.live/terms with at least thirty (30) days notice. Client's continued use of the Service after the effective date of a modification constitutes acceptance of the modified terms. Material changes will be communicated by email to the account's primary contact.

18.3 Assignment. Client may not assign or transfer this Agreement or any rights hereunder without Company's prior written consent, which shall not be unreasonably withheld. Company may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

18.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.5 Waiver. A Party's failure to enforce any provision of this Agreement shall not constitute a waiver of that Party's rights to enforce such provision in the future. No waiver of any breach shall be effective unless in writing signed by the waiving Party.

18.6 Notices. All legal notices required under this Agreement shall be in writing and delivered by: (a) overnight courier; (b) certified mail, return receipt requested; or (c) email with confirmed receipt to the addresses on the applicable Order Form or as updated by either Party. Notices are effective upon receipt.

18.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

18.8 Publicity. Company may reference Client's name and logo in Company's marketing materials, website, and case studies. Client may revoke this consent at any time upon written notice to Company.

18.9 Export Compliance. Client shall comply with all applicable export control laws and regulations. Client represents and warrants that it is not located in, under the control of, or a national of any country subject to U.S. trade embargo.

18.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement creates or confers any rights or remedies upon any third party.

18.11 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

19. Contact Information

Questions about this Agreement should be directed to:

Breakout Connect LLC

d/b/a BreakoutConnect

Email: legal@breakoutconnect.com

Website: breakoutconnect.com

For billing inquiries: billing@breakoutconnect.com

For technical support: support@breakoutconnect.com

ACKNOWLEDGMENT

By accessing or using the Service, clicking "I Agree," or executing an Order Form that references this Agreement, Client acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Agreement. If entering into this Agreement on behalf of a legal entity, the individual represents that they have authority to bind that entity.