TERMS OF USE/EULA
These Terms of Use and End User License Agreement comprise a binding legal agreement between you and Breakdown App LLC, a North Carolina limited liability company, (“The Breakdown App”). Please review this agreement carefully.
1. Overview.
By visiting The Breakdown App website, using The Breakdown App mobile application, or using other services and content provided by The Breakdown App you are accepting to be bound by these Terms of Use/End User Licensing Agreement and you acknowledge that you have read, understood, and agree to these Terms of Use, including any additional guidelines and future modifications (collectively, the “Terms”). If you do not agree to the Terms, you may not use, or no longer use, The Breakdown App services. It is effective between you and us as of the date you accept this agreement.
These Terms were last updated on August 1, 2021. These Terms cover visiting our website, using our mobile application, and any actions you take or communications you make to us through our website, mobile application, or through e-mail (the “Services”). By continuing to use the Services you agree to the Terms and any updates to the Terms. If you do not agree to the Terms or any updates to the Terms, you may not use the Services and must terminate your engagement with The Breakdown App.
The Breakdown App Services allow users to discuss various types of media and works including books, movies, music, television, comic books, and more. There are two types of users on the Services. “Admirers” are users of the Services that can post about and discuss various works. “Creators” are people that are involved in the creative process of works being discussed on the Services. Creators have additional ways to use the Services not available to Admirers including posting and streaming live video content and hosting other online events through the Services. Additionally, Creators may be “verified” through the Services.
These Terms apply to all users of the Services, including both Admirers and Creators. Creator offerings and additional services as well as information on how to become verified are available at the Creator Offerings page located here. The Creator Offerings page and the contents contained therein, including specific offering and payments, may be updated from time-to-time by The Breakdown App in its sole discretion. The Breakdown App makes no guarantee that any user will be verified or be qualified as a Creator. Verification and granting of rights to be a Creator shall be at the sole determination of The Breakdown App.
2. Content and License to Use Services.
In these Terms, the content on the Services, including all information, writings, methods, data, logos, marks, designs, graphics, pictures, sound files, digital download files, other files, and their selection and arrangement, is called “Content.” All Content and all software available on the Service or used to create and operate the Services is the property of The Breakdown App, its licensors, or other third-parties and is protected by domestic and international copyright laws, and all rights to the Services, such as Content and such software, are expressly reserved. All trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by The Breakdown App.
The Breakdown App grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you on the Services for personal use only or for use by your specific business; provided, however, that no Content may be distributed by you to any third parties without our express permission. Such license is subject to these Terms and specifically conditioned upon your compliance with these Terms. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, these Terms and your account with us. Any such unauthorized use may also violate applicable laws, including, without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. The license in this Section is revocable by us at any time.
3. Third-Party Content/DMCA.
The Breakdown App provides commentary on arts and media as well as the opportunity for users to discuss these works and topics. Unless otherwise clearly expressed, The Breakdown App makes no claim of ownership, affiliation to, agreement, or relationship with any writer, creator, artist, musician, publisher, producer, movie studio, or any other party involved in the creation of any type of media covered on the Services. All materials belonging to any of the foregoing are the exclusive property of the respective owners. The appearance or discussion of any person, content, or media, or the organization on the Service does not imply endorsement by any of the foregoing.
If you believe that content on the Services is infringing a copyright that belongs to you, please visit our Legal Compliance page here.
4. Your Content.
The information collected when you provide information of any kind to The Breakdown App is known as the “User Content.” By providing any User Content to The Breakdown App, whether directly through your use of the Services or otherwise, you grant The Breakdown App and The Breakdown App’s affiliates and service providers, and each of their and The Breakdown App’s respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of providing the Services and for other purposes expressed herein. The Breakdown App does not claim any ownership in any User Content, including any text, data, information about yourself or others, images, photographs, music, sound, video, or other material, that you upload, transmit, or store through the Services. You understand and acknowledge that you are responsible for any User Content submitted by you and have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. The Breakdown App is not responsible or liable to any third party for the content or accuracy of any User Content submitted by you.
The Breakdown App disclaims any and all liability in connection with or arising from User Content uploaded, stored, transmitted, or otherwise distributed by you. By uploading, storing, transmitting, or otherwise distributing User Content, you affirm, represent, and warrant that the User Content does not and will not: (i) violate these Terms, (ii) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (iii) slander, defame, or libel any other person; or (iv) contain any viruses, adware, spyware, worms, or other malicious code. Violators of any third-party rights may be subject to criminal and civil liability. The Breakdown App reserves all rights and remedies against any Users who violate these Terms.
In the event The Breakdown App receives any information or notice that any User Content uploaded, stored, transmitted, or otherwise distributed by a user violates these Terms or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, The Breakdown App reserves the right to immediately remove the User Content without notice to you and without any obligation to investigate an allegation of infringement. The Breakdown App further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any User Content uploaded, stored, transmitted, or otherwise distributed by you, without prior notice to you.
5. Your Limited License of User Content to Us.
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide content and to operate the Services now and in the future. We also need the right to use your User Content in order to aggregate certain raw data contained or derived from that content, in a manner consistent with our Privacy Policy, to provide our users additional services and information.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant The Breakdown App and its affiliates and subsidiaries a non-exclusive, royalty-free, sub-licensable, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Services, in the manner in and for the purposes for which the Services from time to time uses such User Content; and (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other users or other service providers on or through the Services, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such users for their use in connection with their use of the Services.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. We reserve the right to sell or otherwise transfer aggregate data generated from the Services to third parties. We have the right to modify, adapt, translate, and create derivative works from such User Content because the normal operation of the Services does this to your User Content when it processes it for use on the Services and any such modified, adapted, or translated derivative work is the property of The Breakdown App.
6. Prohibited Activities; Enforcement of Policies.
By agreeing to these Terms, you agree not to (or authorize or encourage any third party to use the Services to (a) upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by The Breakdown App; (b) upload, store, transmit, or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual, or fiduciary rights or obligations; (c) use the Services for any fraudulent or inappropriate purpose; (d) impersonate any person or entity, falsely claim an affiliation with any person or entity, access accounts of others without permission, forge another person’s digital signature or identity, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity; (e) contains advertising or a solicitation of any kind, unless approved by The Breakdown App; or (f) use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights and data protection and privacy.
You understand that it is strictly prohibited to post any content or upload media of any kind that contain expressions of hate; abuse; offensive images or conduct; obscenity; pornography; sexually explicit imagery; degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification; contains epithets or other language or material intended to intimidate or to incite violence; or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with these Terms.
The Breakdown App reserves the right to scan all User Content to ensure compliance with these Terms. In the event The Breakdown App determines, in its sole discretion, that your use of the Services is in violation of these Terms, The Breakdown App shall have the right without recourse by the user to immediately terminate your account.
7. Linking to the Services.
You may provide links to the Services, provided that (a) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Services, (b) your service does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Services immediately upon request by us.
8. Registration.
To use certain portions of the Services requires you to register. Registration may be done directly with the Services or may be facilitated through social media profiles, such as Facebook or Google, if The Breakdown App chooses to offer such a method of registration at that time. When registering you agree to provide us with accurate and complete registration information. You must be at least 13 years old to use the Services. Your registration must be done using your real name and accurate information. You are responsible for preventing any unauthorized use and you agree to accept all risks of unauthorized access to your registration data. The Breakdown App shall not be liable for any consequences that may result from incorrect, incomplete, false, stolen, or lost information.
You agree to keep all user IDs and access codes/passwords confidential. Sharing of account information and passwords is strictly forbidden. If you believe that your user ID or password has been compromised, you agree to contact The Breakdown App immediately via e-mail or telephone.
9. Inactive Accounts; Cancellation; Termination.
You and/or The Breakdown App may terminate your use of the Services at any time. Specifically, we reserve the right to terminate your user account and your use of the Services without prior notice if we believe in our discretion that you have violated or acted inconsistently with these Terms. When your account is terminated, we may retain an archival copy of your User Content after termination for up to sixty (60) days; however, we do not make any guarantee that we will do so.
10. Advertisers.
The Services may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Services is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy, or problem in the advertiser’s or sponsor’s materials.
11. Errors, Corrections, and Changes.
We do not represent or warrant that the Services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Services will be correct, accurate, timely, or otherwise reliable. We may make changes to the features, functionality, or content of the Services at any time. We reserve the right in our sole discretion to edit or delete any documents, information, or other content appearing on the Services. We are not obligated to create or provide support, corrections, upgrades, bug fixes, and/or enhancements to the Services.
12. Unlawful Activity.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.
13. Legal Compliance.
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Services and the content and materials provided therein.
14. Electronic Communications.
When you visit the Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
15. Service Interruptions.
The Breakdown App is not responsible for interruptions of the Services beyond its control and disclaims any liability related to any service interruptions of the Services.
16. Third Party Services.
The Breakdown App uses third-party vendors to deliver many of its Services. By using the Services, you agree to The Breakdown App using such third-party vendors and sharing your User Content and information with these vendors. The Breakdown App is not liable for any damages or liabilities caused by the use of any third-party vendor.
17. Data Confidentiality and Security.
The Breakdown App has taken commercially reasonable measures to ensure the safety of User Content when it is being stored and transmitted.
18. Privacy.
Your privacy is important to The Breakdown App. The Breakdown App Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to The Breakdown App’s collection, use, and disclosure of your personal information.
19. Modification of These Terms.
When using the Services, any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into these Terms. The Breakdown App may, at its sole discretion, modify or revise these Terms and policies at any time; by using the Services you agree to be bound by such modifications or revisions. If you do not accept and abide by these Terms, you may not use the Services.
When the Terms have been modified, we will, at our discretion, send you a notification or post an announcement on our website which will be displayed for a period of seven (7) days from the date the Terms were modified.
20. Indemnifications and Hold Harmless.
You agree to defend, indemnify and hold harmless The Breakdown App, its affiliated companies, officers, directors, employees, and agents from and against all claims, demands, suits, costs, damages, and expenses, including, but not limited to attorneys’ fees and reasonable settlements that The Breakdown App may sustain or incur by reason of (a) your use of the Services, (b) breach, alleged breach or violation of the foregoing warranties, representations, and covenants, (c) any violation of any third-party right arising from Content submitted by you, (d) any claim that any User Content submitted by you caused damage to a third party, or (e) any other violation of these Terms. Your obligation to defend, indemnify and hold harmless The Breakdown App shall survive the termination of any license between you and The Breakdown App, including these Terms.
21. Disclaimer of Warranties; Limitations of Liability.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES AND ANY INTERACTION YOU HAVE WITH A SELLER SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. THE BREAKDOWN APP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE BREAKDOWN APP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITE OR SERVICES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING, OR OTHERWISE) TO THIS SITE, (III) THE INFORMATION OR SERVICES OFFERED BY ANY SELLER AND/OR (IV) THE SERVICES AND PRODUCTS FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING, OR OTHERWISE) TO THIS SITE, AND THE BREAKDOWN APP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THIS SITE OR THE SERVICES.
22. Limitation of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE BREAKDOWN APP OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICES, THE USE OF OR INABILITY TO USE THE SERVICES AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE BREAKDOWN APP OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ANY CAUSE OF ACTION OR CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
23. U.S. Government Restricted Rights.
The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.
24. Miscellaneous Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, except for its conflicts of laws principles. You consent to the exclusive jurisdiction and venue in the state and federal courts in the state of North Carolina. The Breakdown App may transfer and assign these Terms and ownership of the Services without restriction. You may not transfer or assign any of these Terms or any Services. You affirm and warrant that you are legally competent to enter into these Terms and the conditions, obligations, affirmations, representations, covenants, and warranties set forth herein. If any provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms shall not be affected. No waiver of any term of these Terms shall be deemed to constitute a continuing waiver of such term. By accepting these Terms, you agree to allow The Breakdown App to send you periodic e-mails including, but not limited to system maintenance announcements, newsletters, and other marketing materials. You may unsubscribe from these communications at any time.
System Requirements:
The Services require that cookies and JavaScript are enabled to work properly.
The Service is offered by The Breakdown App, located at:
10926 Quality Dr. #38646
Charlotte, NC 28278
Date last updated:
August 1, 2021