1.1. Age & Authority Requirements.

If you are an individual, you must be at least 18 years of age and legally capable of entering into contracts. If you are an entity, organization, or company, or acting on behalf of one, you confirm and agree that you are an authorized representative of such entity, and that you have the authority to, and agree to, bind it to these Terms. Breeze reserves the right to require age verification.

1.2. Additional Terms & Policies.

These Terms expressly incorporate by reference the Breeze Privacy Policy, and any other policies or terms referenced within or posted throughout the Services, which form a binding part of these Terms. Collectively, these Terms and all incorporated policies are referred to as the Terms.

1.3. Acceptance and Updates to Terms.

By accessing and/or using any of the Services, you agree to and acknowledge the Terms. If you do not agree to the Terms, you must not access or use the Services.  From time to time, Breeze may update or modify the Terms, including but not limited to these and will post the updated terms to https://breeze.cash/terms-of-service.  Continued use of the Services after the effective date constitutes your acceptance of the updated terms. It is your responsibility to review the terms regularly. To the maximum extent permitted by law, your sole and exclusive remedy in the event you do not accept the updated terms is to cease your access to and use of the Services.

1.4. Changes to Services & Availability.

We reserve the right, at any time and without prior notice, to establish limitations, change, suspend, withdraw or restrict the availability of all or any part of our Services for business, operational or any other reason. This includes but is not limited to delaying, holding or cancelling any payment transaction in our sole discretion, including, but not limited to, (i) for misconduct or fraud, (ii) if it would cause us to violate any agreement with our third party providers, (iii) otherwise violates applicable law or These terms, or (iv) if you request Breeze to delete your personal information.

• “Account” means the account you create to access certain Services.

• “Chargeback” means the dollar amount of any refund, return, reversal, or chargeback of all or part of a Transaction by a User.
• “Cryptocurrency” means a digital representation of value recorded on a blockchain or distributed ledger that functions as a medium of exchange, unit of account, and/or store of value.
• “Payment Method” means any credit card, debit card, Cryptocurrency wallet, or other permitted payment method you provide to Breeze or a Platform.
• “Platform” means any business or entity that (1) supplies the products or services purchased by Users from Breeze through the Services when Breeze is the Merchant of Record (defined below) for such Services; or (2) owes funds to a User that a User may redeem through the Redemption Services (defined below).
• “Transaction” means any purchase, subscription, or similar activity initiated or completed by a User through the Services.

3.1. Merchant of Record Services.

Breeze is the Merchant of Record (“MoR”) for any purchases you make through the Services.  When acting as the MoR, Breeze processes your payment, handles billing inquiries, and manages refunds and Chargebacks for Transactions made through the Services.  

If you purchase a subscription from Breeze as MoR to goods or services fulfilled by a Platform, you authorize Breeze to charge the specified payment method on a recurring basis in accordance with the specified billing cycle until you cancel the subscription or it is otherwise terminated.  You can terminate a subscription at any time through your Account settings.  You may also be able to terminate certain subscriptions by contacting the Platform.  If your subscription is terminated, you will still be responsible for any charges incurred before your termination has been processed but will not be responsible for any charges scheduled after the date of termination.

The product or service you purchase (including any subscription for a product or service) is provided, fulfilled, and supported solely by the Platform.  Any questions or issues related to the quality, performance, functionality, or delivery of the purchased product or service should be directed to the Platform. Breeze does not create, manufacture, or control the product or service and is not responsible for defects, fulfillment delays, warranty obligations, or customer support beyond payment-related matters.  Not all payment methods or currencies may be supported by Breeze.  

All purchases made from Breeze as the MoR are nonrefundable other than as required by applicable law.

3.2. Redemption Services.

Breeze also provides a way for you to access any funds you are owed by a Platform through the Services (the “Redemption Services”).  You may need to create an Account to use the Redemption Services.  Breeze does not engage in activities that require licensed money transmission.  Breeze does not hold your money or store funds for you. When you request a payout, those amounts are owed to you by the Platform.   Breeze advances the amount you are owed.  If you request Redemption Services for any Cryptocurrency, the Services allow you to receive any Cryptocurrency you are owed by a Platform to the digital wallet you specify for receipt of such Cryptocurrency.  You may only be able to access certain types of Cryptocurrency through the Services.

3.3. Who to Contact.

If you need help with a billing, refund, or payment-related issue, please contact Breeze at support@breeze.cash.  If you need help with a good or service you have purchased, please contact the Platform directly.

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4.1. Geographic & Feature Limitations.

At this time, the Services are only available in certain regions. Not all features or Services will be available to all Users at all times. The availability of Services may vary based on factors including, but not limited to, geographic location, user type, device and the version of the application being used. You are responsible for complying with all applicable laws and regulations in connection with your use of the Services.

4.2. Termination and Suspension.

Breeze reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to all or any part of the Services or your Account, with or without notice, for any reason or no reason, including but not limited to violation of these Terms or suspected fraudulent or illegal activity.  Upon termination, Breeze may retain your information as required by law or for legitimate business purposes. Termination does not relieve you of any obligations incurred prior to termination, including purchases made as well as related fees and charges already incurred, and Breeze will not provide any refunds for amounts previously paid through the Services with respect to purchases prior to the date of termination, unless required by applicable law. Upon termination, you may lose access to the relevant Services and we may delete any information stored regarding you or your transactions through the Services.

5.2. Identity Verification.

When you create an Account, we will ask you for certain personal information which will be stored with Breeze to facilitate your use of the Services in accordance with applicable law. You agree to provide true, accurate, current, and complete information for your Account registration and you agree not to misrepresent your identity or your Payment Method information. It is your responsibility to keep the information you provide us up-to-date and accurate.  Breeze may, in its sole discretion, terminate or refuse to approve registrations for an Account with or without cause or notice, other than any notice required by applicable law.

You agree to furnish any identification or other documentation requested by Breeze for identity verification. This may include items such as a government photo ID, lease agreement, or utility bill. You authorize Breeze to retain copies of submitted identification materials as well as conduct inquiries Breeze deems necessary—directly or via third party vendors—to verify your identity, protect users from fraud, or comply with applicable regulations. You understand such inquiries may involve disclosure of personal details to credit bureaus, data aggregators, or financial regulatory bodies, and that these entities may provide comprehensive response information for verification purposes.

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5.3. Recovery Phrase.

You may be provided with a twelve-word recovery phrase (“Recovery Phrase”) to recover access to your Account.  You are solely responsible for the retention and security of your Recovery Phrase.  Anyone that has access to your Recovery Phrase can access your cryptocurrency. Breeze itself does not store or have knowledge of Recovery Phrase. If you lose your Recovery Phrase, you will not be able to access your Account.

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5.4. Saved Payment Method.

Breeze offers you the ability to link one or more Payment Methods to your Account (“Saved Payment Method”). By electing to link a Payment Method, you authorize Breeze to associate that Saved Payment Method with your Account for the purposes of tracking and recording your Transactions and providing the Services.  You may not link a Saved Payment Method that you are not authorized to use or use a Saved Payment Method for any fraudulent, unlawful, or unauthorized purpose. You may unlink a Saved Payment Method at any time through your Account settings; however, unlinking will not affect the association of Transactions that have already been linked to your Account.  By linking a Payment Method, you authorize Breeze to collect, store, and use Transaction data associated with that Saved Payment Method for the purposes of providing and improving the Services.

5.5. Closing your Account.

You may request to close your Account at any time, but you will remain liable for any outstanding Transactions, as well as any fees or other charges incurred, prior to the closing of your Account. In certain cases, we may not allow you to close your Account, including but not limited to (i) to evade an investigation; or (ii) if you have open or pending Transactions.

6.1. Breeze Content.

Breeze owns, or has a license to, all rights, title and interest (including all worldwide intellectual property rights) in and to the Services (including all derivatives or improvements thereof). Except as expressly provided herein, you have no rights in or to the Services and you will not use, copy or display the Services. No other use of the Services is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services. Any rights not expressly granted herein are reserved by Breeze.

Any trademarks, service marks and logos of Breeze (the “Breeze Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Breeze. Other product and service names located in the Services may be trademarks or service marks owned by a third party (the “Third-Party Trademarks” and, collectively with the Breeze Trademarks, the “Trademarks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of the rightsholder specific for each such use. The Trademarks may not be used to disparage Breeze or the applicable third-party, Breeze’s or third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. All goodwill generated from the use of any Breeze Trademark or Third-Party Trademark will inure to the rightsholder’s benefit.

6.2. Your Feedback.

You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You hereby irrevocably assign all right, title, interest (including all worldwide intellectual property rights) in and to the Feedback to Breeze and acknowledge that Breeze is free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind and without compensation or attribution.

7.1. Platform Terms

You are solely responsible for reviewing all applicable terms and conditions provided to you by a Platform regarding any good or service purchased through the Services.   Platforms’ use of your information is governed by their own privacy practices and policies, and Breeze is not responsible for the privacy or data security practices of any Platform.

7.2. Breeze Not Responsible for Platform Goods and Services.

Breeze does not control, review, approve, monitor, warrant, endorse, or assume any responsibility for any goods or services provided by a Platform and your interactions with Platforms or other third parties are solely between you and the applicable Platform or third party. Breeze does not review, pre-screen, or guarantee the accuracy, integrity, or quality of any Platform good or service. Your use of goods and services supplied by a Platform is at your own risk.

7.3. Platform Interactions.

You acknowledge and agree that all aspects of your interactions with Platforms are solely the responsibility of the Platform. Each Platform is solely responsible for its own operations, including but not limited to the provision, quality, safety, legality, and accuracy of any products or services it supplies to you. Once a Platform receives your information through Breeze, the Platform’s own privacy practices and policies will govern its use of that information.

BREEZE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, BREEZE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND INTELLECTUAL PROPERTY NON-INFRINGEMENT. THE SERVICES ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. BREEZE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET USER’S  REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BREEZE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BREEZE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, TIMELINESS, USEFULNESS, SUITABILITY, ADEQUACY, MERCHANTABILITY, PHYSICAL CONDITION, QUALITY, RECEIPT, TRANSMISSION, DELIVERY, SEQUENCE OR OTHERWISE OF THE SERVICES OR ANY CONTENT, DATA, MATERIALS, PRODUCTS OR SERVICES PROVIDED THROUGH THE SERVICES. USER EXPRESSLY AGREES THAT ITS USE OF THE BREEZE IS AT USER’S SOLE RISK.

‍TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, BREEZE SHALL HAVE NO LIABILITY FOR ANY DAMAGE OF ANY KIND ARISING FROM USER’S ACCESS TO OR USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, BREEZE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, CONTRACT OR OTHER INTANGIBLE LOSSES, INCLUDING FOR ANY GOODS OR SERVICES PROVIDED BY A PLATFORM.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, BREEZE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY CRYPTOCURRENCY NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN, CRYPTOCURRENCY, OR DIGITAL ASSET ON ANY CRYPTOCURRENCY NETWORK. BREEZE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BREEZE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BREEZE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES. NONE OF BREEZE, OUR ASSOCIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, "BREEZE PARTIES") SHALL BE LIABLE TO ANY USER, INCLUDING ANY AUTHORIZED USER, FOR ANY LOSSES, DAMAGES, EXPENSES, COSTS, OR LIABILITIES ARISING OUT OF OR RESULTING FROM ANY ACTIVITIES ASSOCIATED WITH A BREEZE ACCOUNT OR ANY USE OF THE BREEZE SERVICES BY SUCH USER, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO THE EXECUTION OF TRADES, TRANSFER OF FUNDS, STORAGE OF DIGITAL ASSETS, SERVICE DISRUPTIONS, THIRD PARTY ACTIONS, SYSTEM FAILURES, UNAUTHORIZED ACCESS, GOVERNMENTAL ACTIONS, FORCE MAJEURE EVENTS, OR OTHER CAUSES BEYOND BREEZE'S REASONABLE CONTROL.

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SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL BREEZE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (USD $100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

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10.1. Indemnity Obligations

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Breeze, its affiliates, directors, officers, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, fines and expenses (including but not limited to attorneys’ fees) arising from: (a) your use of and access to the Services; (b) your violation of any of these Terms or misuse of the Services; (c) your violation of any third-party right, including but not limited to any intellectual property, property, or privacy right; (d) any claim that you caused damage to a third party; or (e) your violation of any applicable law or regulation. Nothing in this provision requires you to indemnify Breeze for any unconscionable commercial practice by an indemnified party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.  

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10.2. Breeze’s Right to Defense

To the fullest extent permitted by law, Breeze reserves the right, at your expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you under this section, and you agree to cooperate with Breeze’s defense of these claims.

11.1. General

By using the Services and providing your email address and/or mobile phone number you consent to receive transactional text (SMS) messages and transactional email messages from Breeze. Such communications may include, but are not limited to, requests for secondary authentication, receipts, reminders, and notifications regarding your Account and use of the Services.

Additionally, by using the Services and providing your email address, you consent to receive marketing communications from Breeze using the email address associated with your Transaction, subject to applicable law. You may opt out of receiving marketing or promotional email communications from Breeze at any time by following the unsubscribe instructions included in such emails. For more information about how Breeze collects, uses, and shares your personal information, please refer to our Privacy Statement.

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11.2. Communications from Breeze

You agree and consent to receive electronically all communications, agreements, disclosures, notices and documents (collectively “Communications”) that we provide in connection with your Account and the Services. We may at times be required to provide you with Communications in written form, which you agree to receive electronically instead of in paper form, including by sending via electronic mail to the email address you provide to us, or by posting notice or communicating with you via the Account or our website.

It is your responsibility to keep your contact details accurate and up to date so that Breeze can communicate with you. You can make changes to the contact details associated in your Account.

All communications sent in electronic format will be considered to be in writing. Communications will be deemed received by you when they are posted through the Services or sent to you via electronic mail, and we have provided you with notice of such posting where required by law, or sent to you via email or SMS to the contact information you have provided.

By voluntarily providing your mobile phone number to Breeze or through any Services, you confirm you are authorized to provide that number to Breeze and agree that Breeze may contact you at that number. If you provide a mobile number, you expressly agree that Breeze may contact you using automated telephone call, SMS or MMS messages at that phone number, and you hereby agree to receiving such communications for transactional, informational, and operational purposes.

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11.3. Electronic Communications From Platforms.

Platforms control and are responsible for the content in all Platform communications, which shall be deemed third-party content, and Breeze does not take any responsibility or accepts any liability in connection therewith. Platforms are also responsible for ensuring that Platform communications are only sent where legally required consent has been obtained and Breeze does not take any responsibility or accept any liability in connection therewith.

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11.4. Opt-Out Procedures.

Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates may apply. Message frequency varies.  You may opt-out of text messages by replying STOP. You may have to separately opt-out of notifications related to  specific Services. You acknowledge and agree that you may continue to receive text messages for a short time while your opt-out request is processed.

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12.1. Agreement to Arbitration.

Before initiating arbitration for a dispute not amicably resolved, the parties will first attempt mediation administered by the American Arbitration Association (“AAA”) in Delaware, or a mutually agreed location. The parties will mutually select the mediator or if unable, the AAA will select one. If mediation is unsuccessful within 60 days, the dispute will proceed to binding arbitration described below. You agree that any dispute between you and Breeze shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://adr.org/Rules) and you and Breeze hereby expressly waive trial by jury and right to participate in a class action lawsuit, private attorney general actions, or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction of an IP Protection Action shall be the courts of San Francisco, California and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating IP Protection Actions.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies to the arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or, if applicable, parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be entered as a judgement and enforced in any court of law. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Precedential effects do not extend to non-parties. If any portion is invalid, the remainder survives. The FAA governs. Issues of scope/enforceability interpretation are determined by Delaware/federal courts.

‍If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this Special Arbitration Provision is invalid or unenforceable, that provision shall be severed and the other parts of this Special Arbitration Provision shall still apply. In any case, the remainder of these Terms will continue to apply.

12.2. Waiver of Jury Trial and Class Action Rights.

BY PROCEEDING YOU AGREE TO THIS BINDING ARBITRATION AGREEMENT. AS A RESULT, YOU WAIVE THE RIGHT TO LITIGATE CLAIMS IN COURT OR HAVE A JURY TRIAL. SIMILARLY, YOU AGREE TO WAIVE THE RIGHT TO PURSUE A CLASS, CONSOLIDATED OR REPRESENTATIVE CLAIMS. YOU AGREE TO FOREGO THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL. ALL CLAIMS, FINDINGS, AND SETTLEMENT UNDER THIS BINDING ARBITRATION SHALL BE KEPT CONFIDENTIAL. YOUR ACCEPTANCE AND CONTINUED USE OF BREEZE'S SERVICES SHALL BE PERMANENTLY CONSTRUED AS CONSENT TO AND PARTICIPATION IN THIS BINDING ARBITRATION PROCESS. BY UTILIZING, ACCESSING OR INTERACTING WITH BREEZE IN ANY MANNER WHATSOEVER, YOU ARE EXPLICITLY AND INHERENTLY AGREEING TO RESOLVE ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES AGAINST BREEZE THROUGH BINDING INDIVIDUAL ARBITRATION AS SET FORTH HEREIN.

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13.1. Governing Law.

These Terms and any action related thereto will be governed by the laws of the state of Delaware in the United States, without regard to its conflict of laws provisions.

13.2. Assignment

Breeze may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights or obligations under these Terms without Breeze’s prior written consent. Any attempted assignment in violation of this section shall be null and void. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.3. Severability

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

13.4. Waiver

Failure of Breeze to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision herein. No waiver will be effective against Breeze unless made in writing and no such waiver will be construed as a waiver in any other or subsequent instance.

13.5. Force Majeure

Breeze will not be liable for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, pandemic, flood or other acts of God, labor conditions, power failures and Internet disturbances.

13.6. Entire Agreement & Section Headings.

Except as expressly agreed by Breeze and you, these Terms constitute the entire agreement between you and Breeze with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and Breeze with respect to the subject matter.  The section headings are provided merely for convenience and will not be given any legal import.

13.7. Survival

The following sections shall survive termination of these Terms or your use of the Services: Limitation of Liability, Indemnification, Feedback, Arbitration and Dispute Resolution, Assignment, and any other provisions which by their nature are intended to survive termination.

13.8. Taxes

You are solely responsible for all sales, use, ad valorem and excise, and other similar taxes imposed by governmental authorities related to any goods or services you obtain through the Services or funds you access through the Redemption Services. Breeze does not provide tax or legal advice.