Updated May 29, 2019
These Terms of Service, together with any amendments, order forms, and any additional agreements you enter into with Breezy HR in connection with the Service (collectively, “Terms”), govern your access to and use of Breezy HR (“Breezy HR”, “we” or “our”) websites, services, and applications (collectively, the “Service”). These Terms apply to all visitors, users and others who access or use the Service. Please read them carefully before using the Service.
Breezy HR will provide access to the Service available to you in line with the terms of the applicable Order Form, and in line with these Terms. The Service is offered on a software-as-a-service subscription basis in line with the Terms of the relevant Order Form. Each Order Form between Breezy HR and you, once signed by an authorized representative of each party, will constitute a separate agreement between you and Breezy HR. These Terms will govern all Order Forms between Breezy HR and you, except where a variation to these terms is agreed by the parties in your applicable Order Form.
Breezy HR retains all rights to the Service. The Service may continue to change from time to time as we refine and add more features.
We may stop, suspend, or modify the Service at any time without prior notice to you, in any circumstances we reasonably determine to be necessary, including but not limited to (i) to perform essential repairs/maintenance to the Service; (ii) where your use of the Service is in breach of your obligations under this agreement; (iii) where payment of the fees for the Service are not paid in a timely manner. We also may impose limitations on bandwidth usage for the Service as we, in our sole discretion, determine to be appropriate.
You acknowledge and agree that the Service operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Breezy HR is not responsible for the operation of any Third Party Services, nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. Breezy HR does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party, and is governed by such third party’s terms and conditions.
You shall make payment for the fees as specified in the Order Form. All fees are exclusive of all taxes, and you agree to pay any and all taxes that you are obliged to pay by law in relation to any transaction between you and Breezy HR. All payments shall be made in US dollars, unless agreed otherwise in the Order Form. All payment will be due within 30 days of the date of the invoice, unless agreed otherwise in the Order Form. If you do not make payment when due, in addition to our rights under clause 1, Breezy HR may charge interest on the unpaid amount at the greater of 1.5% per month or the maximum rate allowed by law.
Your Order Form will specify the usage limitations applicable to your use of the Service, including but not limited to the authorized number of users, and agreed bandwidth. You agree to keep a record of your usage of the Service, including the number of users. Breezy HR reserves the right to monitor your actual use of the Service. Where your actual use exceeds the limitations agreed in your applicable Order Form, upon receipt of Breezy HR’s invoice, you shall pay additional fees proportionate to your excess use for the remainder of the term.
Any credits due to you will be applied on the next invoice against the amounts then due.
In order to make use of the Service, you or your users may upload, create, or input information, (personal) data, documentation, and other materials (together, “Content”) into the Service. You have sole responsibility for All Content which you store in the Service, whether publicly posted or privately transmitted by you. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. You, are responsible for maintaining and protecting all of your Content. Breezy HR disclaims all liability any of your Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Service, (ii) any losses, costs, or expenses resulting from the loss or corruption of your Content, (iii) any third party claims relating to your Content.
You agree not to upload Content to the service that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right, to reject and/or remove any Content that we believe, in our sole discretion, violates these Terms or our community guidelines.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Breezy HR, its users and the public.
You retain full ownership of your Content, but you hereby grant us a worldwide, non-exclusive, irrevocable, transferable, , royalty-free license (with the right to sublicense) for the term of our agreement, to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute any and all Content in connection with providing the Service. This license also includes the right to modify or adapt your Content as part of the Service in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You also extend these rights to the Third Party Services with whom we work to provide the Service. You represent and warrant that you have the rights and authority necessary to grant the rights granted herein to any Content that you submit, including all necessary rights to upload your content for use in accordance with these terms.
With written permission from you, we may use your name and logo on our website located at https://breezy.hr/ for the purpose of marketing the Service. Use of your name and logo on the website will be revocable by you for any reason, at any time.
Breezy HR is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to (i) use the Service for any unlawful purposes or for promotion of illegal activities; (ii) post any Content on the Service in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation; (iii) impersonate others through the Service or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (iv) publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers,; (v) send spam; (vi) publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; (vii) access, tamper with, or use non-public areas of the Service, Breezy HR’s computer systems, or the technical delivery systems of Breezy HR’s providers; (viii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (ix) access or search the Service by any means other than our publicly supported interfaces (for example, “scraping”); (x) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; (xi) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. This list is not exhaustive. Users agree to comply with all local laws regarding online conduct and acceptable content.
We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the Service.
Some use of our Service may require you to download a client software package (“Software”). Breezy HR hereby grants you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Service. Your license to use the Software will be automatically revoked if you violate these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Service may update the Software on your device automatically when a new version is available.
You must provide us with accurate information when you create your Breezy HR account. Your Breezy HR account gives you access to the Service. We may maintain different types of accounts for different types of users or organizations. When you connect to Breezy HR through a Third Party Service, you thereby give us permission to access and use your information from that Third Party Service (on such terms as are permitted by that service), and to store your log-in credentials for that service. You may never use another user’s account without permission.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with Breezy HR or a Third Party Service. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Breezy HR cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Breezy HR immediately upon becoming aware of any breach of security or unauthorized use of your account.
“Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation any information about the business practices of either party, any Order Form between us, and these Terms. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; (d) is received from a third party without restriction and without a breach of an obligation of confidentiality; or (e) is Prohibited Information. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission, except as necessary for the provision or use of the Service. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information, but using not less than a reasonable degree of care. The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law, rule, regulation or court order.
These confidentiality obligations shall remain in effect for so long as the Confidential Information of the Disclosing Party is retained.
All intellectual property rights, titles, and interests in and to the Service are and will remain the exclusive property of Breezy HR and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Breezy HR name or any of the Breezy HR trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Breezy HR, or the Service is entirely voluntary and you acknowledge and irrevocably agree that we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
We shall implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of your data (including any applicant or employee data furnished by you as may be held or accessed by us).
Breezy HR respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported to firstname.lastname@example.org and undergo our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
Breezy HR, Inc.
1534 Oak St #301
Jacksonville, FL 32204
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or Terms page, so please check those pages regularly. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Breezy HR, its affiliates, officers, agents, employees, suppliers, licensors and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Service (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
These Terms (including any amendments, order forms, and any additional agreements you enter into with Breezy HR in connection with the Service) will constitute the entire agreement (“Agreement”) between Breezy HR and you with respect to the subject matter contemplated herein, and supersede all oral statements and prior writings with respect to the subject matter contemplated herein. This Agreement is entered into after full investigation by each party, and neither party is relying on any statement or representation made by the other not embodied in this Agreement.
Though we want to provide a great service, there are certain things about the Service we can’t promise. THE SERVICE AND SOFTWARE ARE PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER Breezy HR, ITS AGENTS, AFFILIATES, LICENSORS, NOR SUPPLIERS, MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. Breezy HR MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN, OR FROM, AN END USER OR CUSTOMER SERVICES ACCOUNT. EXCEPT AS STATED IN THIS SECTION, BREEZY HR DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE OR SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BREEZY HR IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
Breezy HR is not responsible for the accuracy, completeness, appropriateness, or legality of data, user posts, or any other information posted by a user.
Breezy HR will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Service or Software.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Breezy HR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Breezy HR HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO Breezy HR FOR THE PAST THREE MONTHS OF THE SERVICE IN QUESTION.
The Service is controlled and operated from its facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
We may provide notifications, whether these are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion.
Any notice provided to Breezy HR hereunder shall be in writing to the notice address set forth above and shall be deemed given: i) upon receipt, if by personal delivery; ii) upon receipt, if sent by certified or registered US Mail (return receipt requested); or iii) one (1) day after it is sent, if by next day delivery by a major commercial delivery service. Notices sent via email are deemed received at the time that the notices are sent.
All sections of these Terms which by their nature should survive termination of any agreement between you and Breezy HR, will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.
You agree that the Service is based in Florida; and these Terms are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You consent to the exclusive jurisdiction and venue of courts in the state of Florida in all disputes arising out of or relating to this agreement. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under these Terms. Nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claiming to have waived.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
No supplement, modification, or amendment of these Terms shall be binding unless executed in writing by a duly authorized representative of each party.
Neither Breezy HR nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster or Internet disturbance).
Breezy HR may suspend performance under these Terms if you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination is not an exclusive remedy and the exercise of Breezy HR by any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.
In the unlikely event that Breezy HR has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Breezy HR claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in the city of Jacksonville, Florida, under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing party will be entitled to recover its attorneys’ fees and costs in connection with such an action.
Nothing in this Section shall be deemed as preventing Breezy HR from seeking injunctive or other equitable relief from the courts as necessary to protect any of Breezy HR’s proprietary interests. Except as otherwise provided in these Terms, all remedies are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or equity.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY USING THE SERVICE, YOU AND BREEZY HR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You agree that the Service is based in Florida; and these Terms are governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Please contact us at Breezy HR, Inc., 1534 Oak St #301, Jacksonville, FL 32204 with any questions regarding these Terms.