Breadcrumb User Agreement

Last Updated: November 2020

These Terms govern your access to and use of our products and services, including those offered through our websites, events, communications (e.g., emails, phone calls, and texts) and mobile applications (collectively, the “Service”). By accessing or using the Service, you are agreeing to these Terms, which form a legally binding contract with: (i) Breadcrumb Labs (LLC)., a New York Limited Liability Company with its headquarters in New York, New York. Do not access or use the Service if you are unwilling or unable to be bound by the Terms.

definitions

Parties “You” and “your” refer to you, as a user of the Service. A “user” is someone who accesses or in any way uses the Service. “We,” “us,” and “our” refer to Breadcrumb and its subsidiaries.

Content “Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, photos, videos, invitations, following activity, direct messages, and information that you contribute to your user profile. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “Breadcrumb Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than Breadcrumb or its users, which is made available in connection with the Service. “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Breadcrumb Content, and Third Party Content.

Sites and Accounts “Consumer Site” means Breadcrumb’s consumer website (hibreadcrumb.com) and related domains) and mobile applications. “Consumer Account” means the account you create to access or use the Consumer Site. “Account” means any Consumer Account or Business Account.

changes to the terms

We may modify the Terms from time to time. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, by posting notice on the Service, and/or by other method prior to the effective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes.

Communications from Breadcrumb and Others. By accessing or using the Service, you consent to receive communications from other users and Breadcrumb through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Breadcrumb or businesses listed on Breadcrumb, and may be initiated by Breadcrumb, businesses listed on Breadcrumb, or other users. You further understand that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls.

Accounts. You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. Your Consumer Account is for your personal, non-commercial use only, and you may not create or use a Consumer Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Consumer Account to another person without the prior approval of Breadcrumb.

Content. The Services may contain information, text, links, graphics, photos, videos, or other materials (“Content”), including Content created with or submitted to the Services by you or through your Account (“Your Content”). We take no responsibility for and we do not expressly or implicitly endorse any of Your Content. By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms. Because you alone are responsible for Your Content, you may expose yourself to liability if you post or share Content without all necessary rights. You retain any ownership rights you have in Your Content, but you grant Breadcrumb the following license to use that Content: When Your Content is created with or submitted to the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, and sublicensable license to use, copy, modify, adapt, prepare derivative works from, distribute, perform, and display Your Content and any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals who partner with Breadcrumb. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content. Any ideas, suggestions, and feedback about Breadcrumb or our Services that you provide to us are entirely voluntary, and you agree that Breadcrumb may use such ideas, suggestions, and feedback without compensation or obligation to you. Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete or remove Your Content at any time and for any reason, including for a violation of these Terms, a violation of our Content Policy, or if you otherwise create liability for us.

Ownership. As between you and Breadcrumb, you own Your Content. We own the Breadcrumb Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Breadcrumb Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Breadcrumb Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Breadcrumb Content are retained by us.

Representation and Warranties

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

You represent and warrant that: You have read and understood our Content Policy; You have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to: Violate our Terms, Content Policy, Privacy Policy and User Agreement; Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review; Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; Threaten, stalk, harm, or harass others, or promote bigotry or discrimination; Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Account in accordance with the Business Terms; Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, review Recommendation Software, or any third party website; Solicit personal information from minors, or submit or transmit pornography; Violate any applicable law; Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by Breadcrumb; Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by Breadcrumb; Reverse engineer any portion of the Service. Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service; Record, process, or mine information about users; Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of unit/apartment reviews; Reformat or frame any portion of the Service; Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Breadcrumb’s technology infrastructure or otherwise make excessive traffic demands of the Service; Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means; Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature; Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service; Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service. Your Breadcrumb Account and Account Security To use certain features of our Services, you may be required to create a Breadcrumb account (an ”Account”) and provide us with an email, password, and certain other information about yourself as set forth in the Privacy Policy. You are solely responsible for the information associated with Your Account and anything that happens related to Your Account. You must maintain the security of your Account and promptly notify Breadcrumb if you discover or suspect that someone has accessed your Account without your permission. We recommend that you use a strong password that is used only with the Services.

Third-Party Content, Advertisements and Promotions. The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any of their websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content. The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services, including Your Content.

Breadcrumb ”Premium”, Virtual Goods and Payment Information. There are no fees for use of many aspects of the Services. However, premium features may be available for purchase in the future of our Services. In addition to these terms, by purchasing or using Breadcrumb ”Premium” 2021, you further agree to the Breadcrumb ”Premium” Agreement, to be released upon launch of the Service. Breadcrumb may change the fees or benefits associated with the premium features from time to time with reasonable advance notice; provided, however, that no advance notice will be required for temporary promotions, including temporary reductions in the fees associated with the premium features. You may submit your debit card, credit card, or other payment information (”Payment Information”) via our Services to purchase premium features or other paid products or services. We use third-party service providers to process your Payment Information. If you submit your Payment Information, you agree to pay all costs that you incur, and you give us permission to charge you when payment is due for an amount that includes these costs and any applicable taxes and fees. Indemnity Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our licensors, our third party service providers and our officers, employees, licensors, and agents (the “Breadcrumb Entities”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) Your Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Disclaimers. THE SERVICES ARE PROVIDED ”AS IS” AND ”AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BREADCRUMB, ITS LICENSORS, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. BREADCRUMB DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER. WHILE BREADCRUMB ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Limitation of Liability IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL THE BREADCRUMB ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE BREADCRUMB ENTITIES EXCEED THE GREATER OF ONE U.S. DOLLAR ($1.00) OR ANY AMOUNT YOU PAID BREADCRUMB IN THE PREVIOUS SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF THE BREADCRUMB ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Governing Law and Venue. We want you to enjoy Breadcrumb, so if you have an issue or dispute, you agree to raise it and try to resolve it with us informally. You can contact us with feedback and concerns here or by emailing us at support@hibreadcrumb.com. Except for the government entities listed below: any claims arising out of or relating to these Terms or the Services will be governed by the laws of New York, other than its conflict of laws rules; all disputes related to these Terms or the Services will be brought solely in the federal or state courts located in New York, New York; and you consent to personal jurisdiction in these courts.

Additional Terms. Because we offer a variety of Services, you may be asked to agree to additional terms before using a specific product or service offered by Breadcrumb (“Additional Terms”). To the extent any Additional Terms conflict with these Terms, the Additional Terms govern with respect to your use of the corresponding Service. Termination You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing your use of all Services. We may suspend or terminate your Account or ability to access or use the Services at any time for any or no reason, including for a violation of this Agreement or our Content Policy.

Miscellaneous. These Terms constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be illegal, invalid or unenforceable, the rest of the Terms will remain in effect. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We may freely assign these Terms.