Hello and welcome to Bread Labs Inc. (“Bread") and its online Site (collectively, including all content and functionality available through the bre.ad domain name, the "Site"). Bread is delighted to bring you the services, including, but not limited to, Bread’s URL shortening service, provided on and through the Site (collectively, the “Service”).
BY VISITING, DOWNLOADING, REGISTERING FOR AN ACCOUNT ON THE SITE (AN “ACCOUNT”), ACCESSING OR USING ANY PART OF THE SITE, YOU (THE TERMS “YOU”, “YOUR”, AND “YOURS” SHALL REFER TO ANY AND ALL USERS OF THE SITE (THE “USER”)) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY (A) THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THE "AGREEMENT"), AND (B) BREAD'S PRIVACY POLICY, WHICH CAN BE FOUND AT HTTP://WWW.BRE.AD/PRIVACY (THE “PRIVACY POLICY”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND/OR THE PRIVACY POLICY, YOU DO NOT HAVE BREAD’S AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE.
BREAD MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATION SHALL BE EFFECTIVE IMMEDIATELY UPON EITHER POSTING OF THE MODIFIED AGREEMENT OR NOTIFYING YOU. YOU AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO ENSURE THAT YOU ARE AWARE OF ANY MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
1. SERVICE TERMS AND LIMITATIONS.
1.1 Description. The Site provides a platform where Users can endorse or “toast” services, brands, interests, individuals, entities, and products (collectively, the “Endorsed Product”) and share such endorsement through the Services (the “User Endorsement”) with other Users. The Service and Site are proprietary to Bread and are protected by intellectual property laws and international intellectual property treaties.
1.2 Proprietary Rights. The entire contents displayed on the Site (the "Content") have copyrighted protection as a collective work under the laws of the United States and other copyright laws. Bread is the sole exclusive owner of the Content. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You may not change or delete any proprietary notices from materials downloaded from the Site. bread, bre.ad,the BREAD lOGO, and TOAST are trademarks of Bread Labs, Inc. You agree not to use any Bread trademark or any other proprietary graphic or trademark without Bread's express written consent. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in Bread and/or its content providers. Third-party trademarks, service marks and logos contained in the Site are owned and/or licensed by their respective owners. Any and all rights not expressly granted herein are reserved.
1.3 Grant of Limited License. Your access to the Service is licensed and not sold. Subject to the terms of this Agreement and upon your registration for an Account, Bread hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the Site. All the Content that is made available to view and/or download in connection with the Site is owned by and is the copyrighted work of Bread and/or its suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the Site and/or the Content.
1.4 User's Agreement; User Representations.
1.4.1 User Agreement. In consideration of your use of the Services you represent and understand that in order to access the Service you will be required to register for an Account. You agree to: (a) provide true, accurate, current and complete information about yourself when registering for an Account, and (b) maintain and promptly update your Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Bread has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Bread has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
1.4.1.1 User Endorsements. The Services and Site allows you to create, post, and share your User Endorsements with other Users. You understand and agree that Bread is not obligated to pay you and you shall not receive any revenue, financial incentive, profit, royalty, or other income, if any, generated by or through your User Endorsements (collectively the “Revenues”). You acknowledge and agree that your name and likeness may be associated with the brands, services, or products in your User Endorsements and you hereby grant Bread a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name and likeness in association with your User Endorsements. You warrant and represent that, with respect to your User Endorsements, you: (1) are not being compensated in any form, monetarily or otherwise, by any seller of the Endorsed Products for your User Endorsements; (2) do not have an existing relationship, personal, business, or otherwise, with any seller of any of the Endorsed Products; and (3) will indemnify Bread to the fullest extend for any breach of your warranties and representations contained in this Section 1.4.1.1. If you are unable to make the foregoing representations as to any User Endorsement you submit, you agree to include or check one of the following to each User Endorsement you submit: #Ad, (Ad), #Paid, (Paid), #Spon, or (Spon). YOU UNDERSTAND THAT SOME USERS MAY HAVE RECEIVED CONSIDERATION FROM A SELLER OF AN ENDORSED PRODUCT. SUCH USERS MAY NOT CLEARLY DISCLOSE SUCH RELATIONSHIP WITH THE SELLER OF SUCH ENDORSED PRODUCT, AND DESPITE BREAD’S EFFORTS, SUCH RELATIONSHIP IS NOT DISCLOSED. YOU UNDERSTAND AND AGREE THAT YOUR REVIEW OF ANY USER ENDORSEMENT IS SUBJECT TO THIS DISCLOSURE AND THAT YOUR ACTIONS IN CONNECTION WITH SUCH USER ENDORSEMENT ARE AT YOUR OWN RISK AND DISCRETION.
1.4.1.2 Donations. In Bread’s sole discretion, Bread may additionally allow you to register for a VIP account (a “VIP Account”) which provides you with an option to donate Revenues (a “Donation”) to a recipient charity of your choice (each a “Charity”). You understand and agree that by registering for a VIP Account (1) you are solely responsible for selecting the correct Charity of a Donation; (2) all Donations are final and cannot be cancelled once submitted; and (3) all Donations are immediately forwarded to the Charity using information provided by you to Bread. You warrant, represent, and agree that (a) the Charity you select is a legally existing and valid charitable entity or program; (b) you will provide accurate, valid, and correct information, such as, the name of the Charity, the contact person, routing number, account numbers, or any other information requested by Bread to direct Donations to a Charity; and (c) Bread will not be held responsible or liable for uncollected or misdirected Donations due to incorrect or invalid information which has been provided to Bread or for any other reason beyond our control. You further agree that you will receive no portion of any Revenue that is not donated for any reason.
1.4.2 User Representations. You represent and warrant to Bread that you will (a) maintain the security of your user identification, password and other confidential information relating to your Account; (b) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (c) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying Bread in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) comply with the Terms set forth herein; and (e) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or Site.
You further represent and warrant that (i) you are over the age of thirteen (13) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (ii) all information provided by you to Bread is truthful, accurate and complete; (iii) you are or have the permission of the authorized signatory of the credit or charge card provided to Bread, if any and if applicable, to pay any fees; (iv) you shall comply with all terms and conditions of this Agreement; (v) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number; and (vi) each time you upload Submitted Content on the Site or through the Service, you own or otherwise control the rights or have the necessary consents to upload or post such Submitted Content and to enable inclusion and use of the Submitted Content in the manner contemplated by the Site.
1.5 User’s Restrictions. You are not permitted, directly or indirectly, to (i) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of Bread and/or the copyright owner; or (ii) distribute, display (except for the purposes set forth in Section 1), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content or any Submitted Content (as defined in Section 2.1 below), in whole or in part; or (iii) remove any proprietary notices or labels on the Content or any Submitted Content.
1.6 Earnings. All earnings displayed on the site are preliminary estimates subject to change based on campaign performance audits. Bread reserves the right to adjust payouts based on actual performance (i.e., valid impressions of an ad unit). Reasons for a payout adjustment include: clicks generated through deceptive, fraudulent, or invalid means, whether intended or not by the publisher; purposeful or negligent misrepresentation of audience demographics; any use of robots or other automated tools to generate or simulate clicks on a link; the use of Bread in relation to content that contains hate-related, adult, or illegal content; and the use of or dissemination of malware.
2. ONLINE COMMUNICATIONS.
2.1 Submitted Content. You are solely responsible for the information, and other content that you upload, publish or display (hereinafter, "post"), including your User Endorsements, on the Site (collectively, the “Submitted Content”). You understand the Site is available to the public. Therefore any information you consider confidential should not be posted to the Site. By posting Submitted Content, you agree that Bread may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action arising from any Submitted Content posting by you. Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by Bread. Bread cannot and does not screen content provided by you to the Site or through the Services. Notwithstanding the foregoing, Bread reserves the right to monitor content on the Site and to remove content, which Bread, in its sole discretion, determines to be harmful, offensive, or otherwise in violation of this Agreement or Bread' operating policies for Users. You warrant, represent and agree that you will not contribute any Submitted Content or otherwise use the Site in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable; (iv) adversely affects or reflects negatively on Bread’s goodwill, name or reputation or causes duress, distress or discomfort to Bread or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site, or from advertising, liking or becoming a supplier to use in connection with the Site; (v) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (vi) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (vii) falsely report to an employee or agent of Bread; (viii) circumvent, disable or otherwise interfere with security-related features of the Site or its features that prevent or restrict use or copying of any content; (ix) intercept or attempt to intercept email or other private communications not intended for you; and/or (x) causes the Site to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages. You further warrant, represent and agree that you will not (x) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (y) use the Site to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; and (z) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site. While it is not the intent of Bread to discourage you from reporting problems about the Bread Services, nonetheless, Bread reserves the right to take such action as it deems appropriate and/or to remove any content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Bread is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
2.2 License Grant. By posting any Submitted Content on publicly accessible locations on the Site, you automatically grant (or warrant that the owner of such content has expressly granted) to Bread a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to public areas of the Site, alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses. You agree that you shall have no recourse against Bread for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You hereby agree to also grant each user of the Site a non-exclusive license to access your Submitted Content through the Site, and to use, reproduce, distribute, display and perform such Submitted Content as permitted through the functionality of the Site and under this Agreement. You further acknowledge and agree that no compensation will be paid with respect to the use of your comments, as provided herein, that Bread may remove any comment at any time in its sole discretion. Further, when you post any Submitted Content on the Site, you authorize and direct Bread to make such copies thereof as Bread deems necessary in order to facilitate the posting and storage of such content on the Site. You may remove any Submitted Content you post from the Site at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that Bread may retain archived copies of the Submitted Content.
3. OPERATION. Bread reserves complete and sole discretion with respect to the operation of the Site. Bread may, among other things: (a) delete email or private messages if it has not been accessed by a User within the time established by Bread policies; (b) subject to Section 1, make available to third parties information relating to the Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site. Bread may, in its complete and sole discretion, review uploaded files, conferences, forums, and chats and authorize restrictions on access thereto. Bread will not review the contents of email or private messages except as required or allowed by applicable law or legal process.
4. CONTENT AND GENERAL DISCLAIMERS
4.1 General Disclaimer. THE SITE IS PROVIDED BY BREAD ON AN "AS IS" BASIS. BREAD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THESE SITES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THESE SITES. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BREAD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. BREAD CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. BREAD CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. BREAD DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. BREAD MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. ALTHOUGH BREAD HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, BREAD ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
4.2 Informational Purposes Only. Any opinions expressed on the Site are the personal opinions of the original author and not of Bread, even though the original author may be employed by Bread. The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by Bread or any other party. Bread does not assume any responsibility or liability for any User Endorsement, blogs, opinions or other commentary posted on the Site or any third party Site linked to the Site and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
4.3 Disclaimer of Third Party Information. You understand that when using the Site, you will be exposed to Submitted Content and third party content from a variety of sources, and that Bread is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content or third party content. You further understand and acknowledge that you may be exposed to Submitted Content and third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Bread with respect thereto. You acknowledge that statements made in Sites, newsgroups, message boards, email, forums, conferences, chats and/or Submitted Content reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the Site are not authorized Bread spokespersons, and their views do not necessarily reflect those of Bread, and Bread does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein.
4.4 Tax Disclaimer. Bread is not an accounting, taxation or financial advisor, and you should not rely on any information given on the Site to determine the accounting, tax or financial consequences of making a Donation. Notwithstanding anything to the contrary contained on the Site, Bread makes no representation as to whether all or any portion of the Donations that you or anyone else makes to any Charity is tax deductible. Bread strongly recommends that you consult your own advisor(s) about any accounting, taxation or financial consequences that may affect you. Bread shall have no liability for any claim by any federal or state tax authority with respect to your characterization of any Donations through the Site on your federal or state tax returns.
4.5 Links to Third Party Sites. The Site may contain links to third party Sites. You agree that access to any other Internet Site linked to the Site is done at your own risk and Bread is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these Sites. You understand these links may lead unintentionally to Sites containing information that you or others may find inappropriate or offensive. These links are not under the control of Bread and as such, you agree that Bread is not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party Sites. These links are provided by Bread merely for convenience and the inclusion of these links does not imply an endorsement or recommendation by Bread. You agree that Bread is not responsible for any form of transmission received from any link, nor is Bread responsible if any of these links are not working appropriately. It is your responsibility when viewing to abide by any privacy statements and terms of use posted in connection with these links.
5. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BREAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR THE ACCOUNT.
6. WAIVER AND RELEASE. YOU AGREE THAT NEITHER BREAD NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, OR THE CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT BREAD SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST BREAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF BREAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICE, OR THE CONTENT.
7. LIABILITY LIMITATION. NOTWITHSTANDING THE FOREGOING PARAGRAPH BREAD WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF BREAD MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE IS CONTROLLED AND OFFERED BY BREAD FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. BREAD MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
8. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION. Bread respects the intellectual property rights of others. You can notify Bread of possible copyright infringement, and Bread will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
(a) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit Bread to locate the material;
(d) Your contact information, including your address, telephone number, and email;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act ("DMCA"). Claims can be sent to [copyright@bre.ad] or to Bread Labs, Inc., 459 Hamilton Ave., Suite 301, Palo Alto, 94301.
9. TERM AND TERMINATION. Either you or Bread may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of this Agreement. Bread also reserves the right to terminate or suspend your Account and access to the Site and Services without prior notice. The provisions of Sections 1.2 (Proprietary Rights), 1.4 (User Agreement; User Representations), 2 (Online Communications), 5 (Indemnification), 6 (Waiver and Release), 7 (Disclaimers), 8 (Limitation of Liabilities), 9 (Term and Termination), and 11 (Miscellaneous) shall survive any termination of this Agreement.
10. PRIVACY RIGHTS. Bread is firmly committed to protecting your privacy, the privacy of Users, and the information that Bread gathers. In registering for the Services, you represent and agree that you will not use the Services to track or collect personally identifiable information of Users. For Bread’s complete policy on privacy, please visit and review Bread’s Privacy Policy at http://www.bre.ad/privacy.
11. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between Bread and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco County, California, United States. Any cause of action or claim you may have with respect to Bread must be commenced within one (1) year after the claim or cause of action arises. Bread 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. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 5, 6, and 7 are intended to benefit Bread and its officers, directors, employees, agents, licensors, and suppliers. Bread may assign its rights and duties under this Agreement to any party at any time without notice to you.
12. NOTICE. Bread may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record in the Account. You may give notice to Bread at any time via electronic mail to the Site at the following address:
ATTN: Member Services
memberservices@bre.ad
