II. Privacy.

Referrers may participate in the Program made available by Breakpoint in order to refer businesses or organizations to BP as potential new BP customers. To do this, Referrers are required to submit personal information about themselves and the business such as contact name, business phone number, and email address, so that BP can send communications to the business or organization on the Referrers’ behalf. The personal information will be collected, processed, and used in accordance with Breakpoints Privacy Statement, which can be found at https://breakpointwp.com/privacy-policy/. Referrers understand that, in addition to the initial communications to businesses, BP may also use the personal information to send businesses additional follow-up communications on behalf of the Referrers to encourage or remind the business to contact Breakpoint. The personal information may also be used by BP to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from BP.

III. Content Ownership and Use.

A. Breakpoints online platform and the Program contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Content”). As between Referrer and BP, all Content is the property of BP or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on BP’s online platform or the Program is the exclusive property of Breakpoint WP and is protected by copyright, trademark, and other laws.

B. License to You

1. BP authorizes you, subject to these terms, to access and use BP’s online platform, the Program, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

C. Trademarks

1. The registered or unregistered logos, product and service names contained in BP’s online platform or the Program are or may be trademarks of BP or its licensors (the “Marks”). Without BP’s prior written permission, and except as solely enabled by any link as provided by YSI, you agree not to display or use in any manner the Marks.

D. User-Submitted Content

1. The registered or unregistered logos, product and service names contained in BP’s online platform or the Program are or may be trademarks of BP or its licensors (the “Marks”). Without BP’s prior written permission, and except as solely enabled by any link as provided by BP, you agree not to display or use in any manner the Marks.

IV. Liability.

A. By participating in the Program, Referrers agree to:

1. Be bound by these Terms and Conditions, the decisions of BP and its designees, and the Privacy Policy of BP;
2. Defend, indemnify, release and hold harmless Breakpoint WP, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the “Released Parties”), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrers’ participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward); and

B. Breakpoint WP shall not be liable for:

1. Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
2. Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
3. Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
4. Any printing, typographical, administrative, or technological errors in any websites or materials associated with the referral program; or
5. Claims, demands, and damages (real or assumed) in disputes among Referrers or between Referrers and Businesses; or
6. Any other injuries, losses or damages of any kind resulting from acceptance, possession, or use of a reward, or from participation in the Program, that were not reasonably foreseeable to BP at the relevant time.

C. BP disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond BP’s control corrupt the administration, security or proper operation of the Program.

D. BP shall not be liable to any Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties’ control.

E. BP reserves the right to cancel or suspend the Program should YSI determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

F. Disclaimer of Warranties

REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND BP EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, “PROMISES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) BP MAKES AND GIVES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

G. Limitation of Liability and Indemnification

1. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT BP (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
2. TO THE FULLEST EXTENT POSSIBLE BY LAW, BP’S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD.
3. REFERRERS SHOULD USE THE PROGRAM AT THEIR OWN RISK.

V. Conduct

A. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), BP reserves the right to cancel, change, or suspend the Program.

B. Prohibited Conduct, Generally

1. Referrers agree not to use the Program to:
2. Violate applicable law;
3. Infringe the intellectual property rights of BP or any third parties;
4. Stalk, harass, or harm another individual, business or organization;
5. Collect or store personal data about other Referrers;
6. Impersonate any person or otherwise misrepresent Referrer’s identity;
7. Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
8. Interfere with another Referrer’s use of the Program;
9. Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
10. Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
11. Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
12. Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

C. Bulk Distribution (“Spam”)

1. If a Referrer provides a Personal Link to BreakpointWP.com/Referral-Program to a business or organization by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues, and family members.
2. Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in BP’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer’s participation in the Program. BP has a no-tolerance spam policy.
3. BP has no obligation to monitor the content provided by Referrers; however, BP may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
4. While BP is the actual sender of the referral email, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify BP and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.

D. Fraudulent and Suspicious Behavior

1. BP may prohibit a Referrer from participating in the Program or receiving a Credit or Reward, in BP’s sole discretion, if YSI determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of YSI.
2. Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.
3. Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities, or use any system, bot or other device or artifice to participate in the Program or receive a Reward.
4. YSI reserves the right to disqualify any Referrer and/or cancel any Reward(s) if BP finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.
5. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, BP RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

VI. Suggestions and Submissions.

A. BP appreciates hearing from users and welcomes your comments regarding the Program. Please be advised, however, that BP does not accept or consider creative ideas, suggestions, inventions, or materials (“Creative Ideas”) other than those which we have specifically requested. While BP values your feedback on the program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send BP Creative Ideas, BPI:

1. Shall own, exclusively, all now known or later discovered rights to the Creative Ideas;
2. Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
3. Shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial, or otherwise, without compensation to you or any other person.

VII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under California law (without reference to its conflicts of laws principles).

B. Referrers and BP agree to submit to the personal and exclusive arbitration of any disputes relating to the use of BP’s online platform or the Program under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Sacramento, California. Referrers covenant not to sue or otherwise bring a claim against BP in any other forum.

C. Referrers also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Referrers’ use of the Program or this agreement:

1. REFERRERS ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and
2. REFERRERS ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

VIII. General Terms

A. These terms constitute the entire agreement between Referrers and BP concerning Referrers’ use of the Program. The failure of BP to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, BP and Referrers nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.

*VISA is not a sponsor of this promotion. Except as required by law, VISA Gift Cards (“GCs”) cannot be transferred for value or redeemed for cash. GCs are issued by Giftcards.com. All VISA ®,™ & © are IP of VISA, Inc. or its affiliates.