Terms of Service
(last updated March 28, 2025)
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
ACCEPTANCE OF THESE TERMS
This Terms of Service Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN govern your access to, use of, and participation in any and all services by Breakthrough Careers and any other operating or trade names used (collectively, "Breakthrough Careers LLC", "www.breakthrough.careers", "we," "our," or "us") or through Breakthrough Careers and the entirety of your relationship with Breakthrough Careers.
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE BREAKTHROUGH CAREERS PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE BREAKTHROUGH CAREERS PLATFORM.
All references to "you", "your”, “client", or "User" as applicable, mean the person who accesses, uses, and/or participates in Breakthrough Careers’ Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship between you and us is intended or created by this Agreement.
Your use of the Platform indicates your explicit consent that the personal information you provide and have provided through the Platform is subject to our PRIVACY POLICY, the terms of which are incorporated herein. Please review our PRIVACY POLICY https://www.breakthrough.careers/privacy-policy to understand our practices.
MODIFICATIONS
Breakthrough Careers reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Breakthrough Careers will notify you of changes by posting on the Breakthrough Careers Terms of Service web page and may also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) Breakthrough Careers’ transmission of a message to you about the modifications; or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform.
ADDITIONAL TERMS AND POLICIES
Your use of the platform indicates your explicit consent that the personal information you provide and have provided through the Platform is subject to our Privacy Policy. Please review Breakthrough Careers’ Privacy Policy for information and notices concerning Breakthrough Careers’ collection and use of your information.
KEY TERMS
"Breakthrough Careers Content" means all Content Breakthrough Careers makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content.
"Career Consulting Services" means the services listed, offered, fulfilled or provided through the Platform.
"Collective Content" means User Content and Breakthrough Careers Content together.
"Consumer" means a User who seeks career consulting services on the Platform, makes a booking to purchase a career consulting service offered on the platform (or receive a information in contemplation thereof), or agrees to these Terms in order to receive, pay for, review, or facilitate career consulting services.
"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, scheduling information, and other information or materials available on or through the Platform.
"Fee" means any amount charged by Breakthrough Careers to a User in connection with the Platform.
"Platform" means all of Breakthrough Careers’ websites, mobile or other applications, software, processes, and any other services provided by or through Breakthrough Careers.
“Privacy Policy” means the Breakthrough Careers Privacy Policy located at https://www.breakthrough.careers/privacy-policy, including any amendments, supplements or modifications thereto made from time to time.
"User" means a person or entity who completes Breakthrough Careers’ account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through Breakthrough Careers.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to name, address, email, phone number, credit card and other financial information, profile information, any and all career related information made through the Platform, but excluding Breakthrough Careers Content.
ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Breakthrough Careers password. You are solely responsible for all activity that occurs on your Account, and you will notify Breakthrough Careers immediately of any unauthorized use. Breakthrough Careers is not liable for any losses by any party caused by an unauthorized use of your Account. You are liable for the losses of Breakthrough Careers or others due to any unauthorized use of your account related to your failure to comply with these Terms. Your account is nontransferable except with Breakthrough Careers’ written permission and in accordance with Breakthrough Careers’ policies and procedures.
YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with these Terms, Breakthrough Careers grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by Breakthrough Careers or our licensors, except for the licenses and rights expressly granted in these Terms. Clients are responsible for their licensed use of the service and must comply with all applicable local and national laws. Breakthrough Careers is not liable for any violations as a result of Users’ breaches of applicable laws.
USER CONTENT
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. The contents of private messaging through the Platform will not be used by Breakthrough Careers in public advertising. In the interest of clarity, the license granted to Breakthrough Careers will survive termination of the Platform or your Account. Breakthrough Careers does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Breakthrough Careers the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Breakthrough Careers’ use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While Breakthrough Careers has no obligation to do so, you agree that Breakthrough Careers may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Breakthrough Careers reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason.
PROHIBITIONS
As a User of the Platform, you may not:
· Use another person's account or profile, misrepresent yourself, misrepresent your identity, or post any inappropriate information on the platform;
· Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without Breakthrough Careers’ prior written approval; provided, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Breakthrough Careers reserves the right to revoke these exceptions either generally or in specific cases);
· Copy text, or otherwise misuse or misappropriate Platform information or Content in any manual or automated manner including but not limited to, for use on a mirrored, competitive, or third-party site;
· Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Breakthrough Careers or our Users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third-party, including privacy or publicity rights; or (g) circumvents or manipulates the Fee structure, billing, or Fees owed;
· Use the Platform in any manner that circumvents, or that may be intended to circumvent, your obligation to pay Breakthrough Careers for access to services provided by the Platform;
· Notwithstanding anything to the contrary contained in these Terms, collect, harvest, publish, or “sell” any personal information (as that term is defined by the California Consumer Privacy Act and/or any similar law or regulation), including but not limited to information related to Users for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
· Violate any applicable laws or regulations;
· Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
· Violate in any material respect any of Breakthrough Careers’ policies that govern your use of the Platform and our interactions with you and third-parties;
· Submit User Content that damages the experience of any User;
· Take any action that may undermine the efficacy or accuracy of Breakthrough Careers’ services;
· Sign up for, negotiate a price for, use, or otherwise solicit a career counseling service with no intention of following through with your use of or payment for the service;
· Agree to purchase a career counseling service when you do not meet a service requirements;
· Create more than one Breakthrough Careers account without our written permission;
· Circumvent, or seek to circumvent, payment through the Platform where payment through the Platform is indicated to you as mandatory
· Fail to comply with any applicable laws or regulations related to your use of the Platform;
· Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
· Attempt to indirectly undertake any of the foregoing.
BREAKTHROUGH CAREERS REFUNDS, FEES, AND TAXES
As a Consumer, Breakthrough Careers will charge your stored payment method when you make a booking for career consulting services. Breakthrough Careers may also charge other types of Fees that you have previously agreed to (for example, cancellation fees or fees for services) to your stored payment method or as deduction from your Breakthrough Careers balance. In order to use Breakthrough Careers, you must have at least one valid payment method stored on file.
Default Payment Method. Payment is due before services are rendered and package-made pricing options may be available. Breakthrough Careers will first attempt to charge the default payment method. The various default payment methods include but are not limited to, Zelle (payment via phone number or email), Stripe (a third party payment processing platform which accepts Users’ credit card information), wire transfer (Breakthrough Careers LLC will be provided for payment upon User request), and Check (check must be mailed to Breakthrough Careers LLC, and mailing procedure and details will be explained upon client request).
While the preceding payment procedures outline common options, they are not exhaustive. Payment methods are subject to adaptation and modification to accommodate individual client requirements.
Notice to International Clients. Clients are free to use their preferred vendor to make payments, however, all payments are processed in USD($). Clients paying in any other currency are responsible for conversion rates.
In the event that Breakthrough Careers is unable to charge that payment method for any reason--including but not limited to exceeding a payment method’s credit limit, payment method cancellation, a payment method being out of date, or payment method details being incorrect--you agree that Breakthrough Careers may charge any other payment method associated with your account and take any other action to collect payment from you. If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption of the services. If Breakthrough Careers is unable to charge the default payment method, Breakthrough Careers may attempt to charge any other payment methods associated with your Account in any order.
Penalty Fees for All Users. Breakthrough Careers may also charge penalty Fees for fraud, misconduct, late payment or other violations of these Terms, as determined in our sole discretion.
You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges will be made to the payment method designated at the time you accrue a Fee. If you do not pay on time or if Breakthrough Careers cannot charge a payment method for any reason, Breakthrough Careers reserves all rights permissible under law to recover payment plus all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. If any Fee is not paid in a timely manner, or we are unable to process your transaction using the payment method provided, we reserve the right to terminate or suspend your Account.
You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. You agree to keep your contact information current, including but not limited to your email address and phone number. Such communication may be made by Breakthrough Careers or by anyone on our behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on your Account, you agree that Breakthrough Careers may charge such unpaid Fees to any payment method or otherwise bill you for such unpaid Fees.
You acknowledge that the Platform does not offer recurring subscriptions. Fees paid for career counseling services are non-refundable. However, Users may reschedule a session once, provided they give at least 48 hours' advance notice. Subsequent cancellations or no-shows will result in forfeiture of the session and require full payment.
Taxes. Payments required by these Terms may be stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Certain jurisdictions, however, may require us to collect Taxes from you in connection with the purchase of, payment for, access to, facilitation of or use of the services, and you will be responsible for and bear Taxes associated with the purchase of, payment for, access to, or use of the services. Charges are inclusive of applicable Taxes where required by law. You hereby confirm that Breakthrough Careers can determine your appropriate jurisdiction for tax purposes however it deems appropriate or as required by law, and you agree to pay taxes to Breakthrough Careers when Breakthrough Careers includes a charge for taxes on any invoice. You also understand and agree that you are solely responsible for determining your own tax reporting and sales and use tax collection requirements in consultation with your own tax advisers, and that we cannot and do not offer specific tax advice to Consumers.
TRACKING COMMUNICATIONS
In order to ensure appropriate charging of Fees and compliance with these Terms, Breakthrough Careers may track the occurrence of communications between users and providers of career counseling services on the Platform via email, phone call, SMS text message, third-party websites, or any other means. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Breakthrough Careers Platform unless we first your permission.
MARKETPLACE PAYMENTS
The Breakthrough Careers platform may facilitate payments for Users (“Marketplace Payments”) through third party payment processing partners such as Stripe, but Breakthrough Careers is not a party to any such Marketplace Payments. Unless otherwise indicated, Marketplace Payments may be made for services only; Marketplace Payments for tangible personal property is prohibited. By agreeing to these terms you hereby appoint Breakthrough Careers to act as your agent for the limited purpose of facilitating and receiving Marketplace Payments on your behalf through Stripe as contemplated herein.
As a User making a Marketplace Payment through Stripe, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Stripe to charge your preferred payment method for amounts you owe when they are due, whether they are recurring or one-time payments. You must keep all payment information you provide us up-to-date, accurate and complete. Do not share your payment card, bank account or other financial information with any other User. We take steps to secure all payment methods and other personal financial information, but we expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.
Breakthrough Careers may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.
If you choose your bank account as your Marketplace Payment method, you authorize Stripe or other third-party to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments you make to us, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize Breakthrough Careers or to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your Account. Your authorization will remain in effect until canceled in writing by you. You agree to notify us of any changes to your account information or termination of your authorization at least five days prior to your next payment.
If your full payment is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. You agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.
Marketplace Payment Disputes:
All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by Breakthrough Careers in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in Breakthrough Careers’ absolute discretion. Breakthrough Careers is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. You may file a Payment Dispute by emailing it to Breakthrough Careers support at support@breakthrough.careers. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.
If your actions result in, or are likely to result in, a Payment Dispute, a violation of these Terms of Service or the creation of other risks to Breakthrough Careers or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.
If you fail to make Marketplace Payments you owe when due, or if Breakthrough Careers is unable to charge one of your payment methods for any reason, Breakthrough Careers reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees and related costs, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by Breakthrough Careers or by anyone on our behalf, including but not limited to a third-party collections agent.
Breakthrough Careers may, from time to time, place a hold on any of your payment methods in order to prevent failed payments or in order to reverse your booking.
INTELLECTUAL PROPERTY RIGHTS
Breakthrough Careers Content is protected by copyright, trademark, patent, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Breakthrough Careers and our licensors exclusively own all right, title, and interest in and to the Platform and Breakthrough Careers Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Breakthrough Careers used herein are trademarks or registered trademarks of Breakthrough Careers. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
FEEDBACK
By sending us any feedback, comments, questions, or suggestions concerning Breakthrough Careers or our services, including our Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party or -parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Breakthrough Careers and our Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your Account or the Platform.
COPYRIGHT POLICY
We expect Users to respect copyright law. In appropriate circumstances, we will terminate the Account of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.
NO ENDORSEMENT OR WARRANTY
Breakthrough Careers does not endorse, warrant or make any representation (except those expressly and unambiguously made by Breakthrough Careers directly on the Platform) concerning any User. Further, Breakthrough Careers is not a party to any agreements between or among Users or third-parties. Neither Breakthrough Careers nor any Users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
Any such description of a career counseling or related service by a party or subcontractor needed to provide services is not an endorsement, certification or guarantee by Breakthrough Careers and is not verification of a service provider’s identity and whether they or their services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise due diligence and care when deciding whether to have any interaction with any other User. Breakthrough Careers has no responsibility for any damage or harm resulting from your interactions with career counseling service providers.
The Collective Content may contain links to third-party websites, media, offers, or other events/activities not owned or controlled by Breakthrough Careers. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third-parties will be limited to a claim against those particular Users or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from Breakthrough Careers with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights, Breakthrough Careers may, in our sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Breakthrough Careers, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds (including amounts processed or held by Breakthrough Careers in connection with your use of the Platform), assessing monetary penalties or costs, terminating your Account, notifying other Users of the termination of your Account and/or the violation of these Terms, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your Breakthrough Careers Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Breakthrough Careers support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services canceled or delayed as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time. Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Breakthrough Careers agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between you and Breakthrough Careers, including but not limited to claims arising out of or relating to any aspect of the relationship between you and Breakthrough Careers, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Breakthrough Careers as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Breakthrough Careers' support department at support@breakthrough.careers. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Breakthrough Careers’ support department, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Platform will be finally settled by binding arbitration, as described below.
Where the relief sought by you is $10,000.99 or less and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable arbitration rules & procedures effective at the time a claim is made. Currently, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
Where the relief sought is $10,001.00 or more, resolution will be in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000.00 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000.00 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To initiate an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 160 W Santa Clara St UNIT 1600, San Jose, California, 95113; and (c) send one copy of the Demand for Arbitration to Breakthrough Careers at 1616 W El Camino Real UNIT 1417, Mountain View, California, 94040. You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Breakthrough Careers will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award will be written and will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
You understand that, absent this mandatory arbitration provision, you would have the right to sue in court and have a jury trial. You further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration will be initiated in the state of California, United States. You and Breakthrough Careers further agree to submit to the personal jurisdiction of any federal or state court in Santa Clara County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: You further agree that the arbitration will be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND BREAKTHROUGH CAREERS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect your or our intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, trade dress, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Breakthrough Careers) written notice of your decision to opt out to support@breakthrough.careers with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Platform; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Breakthrough Careers also will not be bound by them.
Changes to This Section: Breakthrough Careers will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the Breakthrough Careers Terms of Service website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Breakthrough Careers Terms of Service website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver section will survive any termination of your Account or the Platform.
GOVERNING LAW
The Terms and the relationship between you and Breakthrough Careers will be governed in all respects by the laws of the state of California, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Breakthrough Careers that is not subject to arbitration must be resolved by a court located in Santa Clara County, California, or a United States District Court, Northern District of California, located in Santa Jose, California, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California or the United States District Court, Northern District of California located in San Jose, California, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.
DISCLAIMERS
YOUR USE OF THE PLATFORM OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT BREAKTHROUGH CAREERS DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BREAKTHROUGH CAREERS AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. BREAKTHROUGH CAREERS MAKES NO WARRANTY THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BREAKTHROUGH CAREERS ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. BREAKTHROUGH CAREERS WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BREAKTHROUGH CAREERS OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS ON THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM. YOU UNDERSTAND THAT BREAKTHROUGH CAREERS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. BREAKTHROUGH CAREERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. BREAKTHROUGH CAREERS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.
BREAKTHROUGH CAREERS MAY PROVIDE TO THIRD PARTY SUBCONTRACTORS PHONE NUMBERS THAT CONSUMERS PROVIDE IN CONNECTION WITH A REQUEST. SUCH PHONE NUMBERS ARE NOT VERIFIED AND BREAKTHROUGH CAREERS MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF BREAKTHROUGH CAREERS OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER BREAKTHROUGH CAREERS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BREAKTHROUGH CAREERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE PLATFORM.
IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF BREAKTHROUGH CAREERS AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO BREAKTHROUGH CAREERS BY YOU HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATION DESCRIBED ABOVE WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.
INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Breakthrough Careers and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; (c) your interaction with any User; and (d) the request or receipt or offer or provision of services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such services.
Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold Breakthrough Careers and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
THIRD PARTY PAYMENT PROVIDER TERMS AND LIMITATIONS
By using the payment services provided within the Platform, including but not limited to credit card payments or any other third-party payment platforms ("Payment Providers"), you agree to comply with the applicable terms and conditions of the relevant Payment Providers. Breakthrough Careers is not responsible for any issues arising from the use of these third-party payment systems, including, but not limited to, payment processing errors, delays, disputes, unauthorized transactions, or any other issues that may arise from the use of such platforms.
GENERAL
Force Majeure: Other than payment obligations, neither Breakthrough Careers nor you will be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond your or our control and without your or our fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, epidemics, acts of declared or undeclared war, acts of regulatory agencies, or other disasters.
No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.
Contacting You and E-SIGN Consent: You agree that Breakthrough Careers may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, Breakthrough Careers, Consumers, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Breakthrough Careers, Consumers, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@breakthrough.careers with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device.
Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Breakthrough Careers on the Platform, will constitute the entire agreement between you and Breakthrough Careers concerning the Platform or services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.
Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and Breakthrough Careers’ failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email support@breakthrough.careers.