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Conditions Partenaires (US)

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These Partner Terms apply to our partner venues located in the United States of America, not to our partners in the European Economic Area (EEA). The overview of the Terms can be found at breeze.social/terms-conditions.

Table of Contents

Article 1. Definitions

  1. Agreement: any written agreement between Breeze and Partner to provide Services from Breeze to Partner.
  2. Breeze: Breeze Social Inc., a Delaware corporation, reachable via hallo@breeze.social and breeze.social.
  3. Services: all Services performed by Breeze on behalf of Partner, including but not limited to advertising the Partner solely in connection with Breeze’s services to Breeze’s end users (“Customers”), facilitating meetings (such as dates) at the Partner’s establishment, increase customer awareness and providing insight into ways to improve the Partner’s service through customer feedback.
  4. Party or Parties: Breeze and Partner, individually or collectively.
  5. Partner: a customer venue with whom Breeze has entered into an Agreement for the purpose of facilitating meetings of Customers at the Partner’s establishment.
  6. Partner Terms: these U.S. Partner General Terms and Conditions.

Article 2. Applicability

  1. These Partner Terms apply to all offers of Breeze and exclusively govern the relationship between Breeze and Partner, and any Agreement or other agreements between Breeze and Partner, and any subsequent amendment to any agreement or the Agreement. These Partner Terms shall be applicable even if Breeze uses third parties to perform the Services.
  2. No other terms and conditions shall be binding upon Breeze unless accepted by it in writing. Breeze expressly rejects any general terms and conditions used by Partner. Additional or different terms and conditions will be null and void and do not bind Breeze.
  3. Breeze reserves the right to amend these Partner Terms at any time. New or amended Partner Terms shall be applicable upon fourteen (14) days’ notice to Partner.

Article 3. Offers and Acceptance

  1. All offers of Breeze are non-binding and may be revoked at any time, unless Breeze states otherwise in writing. Any amendments made by Breeze in writing shall entail a new offer, automatically revoking the previous offer. Any amendments by Partner of a Breeze offer will be deemed a new offer by Partner, which Breeze may accept or reject in its sole discretion. Offers will only be deemed accepted by Breeze if it does so in writing.
  2. All information, data or undertakings provided verbally or in documentation, price lists or other material related to Services, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included and confirmed in writing in the Agreement.
  3. All offers are based on the information and documentation provided by Partner, and Breeze may rely on the accuracy thereof.

Article 4. Prices and Taxes

  1. Configurations and prices of Services are subject to change at any time, and Breeze shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents. Partner agrees to any such changes of prices or configurations if it does not object in writing to Breeze within seven (7) business days of when Partner receives an invoice incorporating said changes. However, Partner will not be entitled to object modifications to configurations and prices made by Breeze as a result of changes or modifications requested by Partner, or because of circumstances that were unforeseeable at the time the Agreement was entered into, including but not limited to a newly enacted right or obligation under any law.
  2. All prices are exclusive of, and Partner shall pay all taxes, duties, levies or fees, or other similar charges imposed on Breeze or Partner by any taxing authority (other than taxes imposed on Breeze’s income).
  3. The prices or fees quoted are in U.S. dollars, or in another currency if stated by Breeze in writing. Partner shall bear any exchange rate risk, unless otherwise agreement in writing.

Article 5. Payment

  1. Parties agrees to pay, without the right to set-off any amount, all invoiced amounts within fourteen (14) days of the invoice date, unless stated otherwise in the Agreement or on the invoice.
  2. Disputes of invoices must be submitted in writing to Breeze, explaining in detail why the invoice is disputed, within five (5) days of the date of the invoice. If no dispute has been received within this time period, the invoice will be deemed accepted by Partner. Any costs or damage resulting from the provision of incorrect information by the Partner shall be at Partner’s sole expense.
  3. All amounts will be due immediately, in case Partner terminates or suspends all or a substantial portion of its business activities, becomes insolvent, admits its inability to pay its debts, or in case of the voluntary or involuntary filing of a petition for or adjudication of bankruptcy of Partner under any federal, state or municipal bankruptcy or insolvency act, the appointment of a receiver, trustee, custodian, or liquidator, or any act or action constituting a general assignment by Partner of its properties and/or interest for the benefit of creditors.
  4. Where payment is not made within the terms set forth in this article, contractual interest shall be owed at a rate of 2% a month, or the highest rate allowed by law, if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
  5. Payments made by Partner shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Partner specifies that the payment relates to another claim.

Article 6. Additional Services

If Parties agree in writing that Breeze will provide out of scope Services, the extra costs thereby incurred by Breeze shall be charged to the Partner as additional work at the then applicable charging rates of Breeze.

Article 7. Termination

  1. If Partner fails to make payment of any amount due on the due date or Partner otherwise fails to perform its obligations under the Agreement or these Partner Terms, or if Breeze reasonably expects that Partner will not fulfill its obligations, Breeze may in its sole and absolute discretion suspend performance of the Services under the Agreement and/or terminate the Agreement (in whole or part), with immediate effect, without being liable for any damages to Partner.
  2. Notwithstanding the above and without any obligation to return any payments or prepaid expenses, Breeze may terminate its relationship with Partner, or may terminate or suspend Breeze’s performance of the Services at any time: (i) if Partner is in breach of these Partner Terms and/or the Agreement; (ii) if Breeze reasonably suspects that Partner is using the Services to breach the law or infringe third party rights; (iii) for a force majeure event that continues for more than thirty (30) days upon written notice; (iv) if Partner fails to pay any amounts due to Breeze; (v) if required due to change in laws/regulation by a regulator or authority with a lawful mandate; (vi) the bankruptcy of the Partner has been applied for; (vii) Partner is liquidated or discontinued; and/or (viii) Partner is in violation of any applicable laws or regulations.
  3. If the Agreement is terminated due to a force majeure event, Breeze is entitled to payment for the hours worked or costs made up until the time of termination of the Agreement.
  4. Either Party may terminate the Agreement at any moment by providing the other Party with written notice at least three (3) days in advance. All scheduled appointments, meetings or dates with the Partner shall remain scheduled and must proceed as planned upon Breeze’s request.

Article 8. Limitation of Liability

  1. IN NO EVENT WILL BREEZE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE TO PARTNER FOR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), REDUCTION OF GOODWILL, LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
  2. NOTWITHSTANDING ANYTHING ELSE IN THESE PARTNER TERMS TO THE CONTRARY, BREEZE’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE TOTAL PAID BY PARTNER FOR THE SERVICES UNDER THE AGREEMENT IN CONNECTION TO WHICH THE DAMAGING EVENT OCCURRED OR USD $10,000 (TEN THOUSAND DOLLARS), WHICHEVER IS THE LESSER.

Article 9. Indemnification

  1. PARTNER AGREES TO INDEMNIFY, DEFEND AND HOLD BREEZE, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF BREACH OF THESE PARTNER TERMS OR THE AGREEMENT BY PARTNER, EXCEPT TO THE EXTENT THAT SUCH WAS A RESULT OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY BREEZE.
  2. PARTNER AGREES TO INDEMNIFY, DEFEND AND HOLD BREEZE, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND THREATENED CLAIMS BY ANY THIRD PARTY, INCLUDING EMPLOYEES OF PARTNER ARISING OUT OF OR IN CONNECTION WITH (1) THE DEATH OR BODILY INJURY OF ANY THIRD PARTY, INCLUDING ANY AGENT, VISITOR OR GUEST OF PARTNER, (2) THE DAMAGE, LOSS OR DESTRIBUTION OF ANY TANGIBLE PERSONAL OR OTHER TYPE OF PROPERTY, OR (3) THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ONLY TO THE EXTENT THAT SUCH WERE NOT A RESULT OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY BREEZE.

Article 10. Force Majeure

  1. Breeze shall not be liable or responsible to Partner, or be deemed to have defaulted under or breached the Agreement or these Partner Terms, for any failure or delay in fulfilling or performing any term of the Agreement or these Partner Terms, when and to the extent such failure or delay is caused by or results from acts beyond Breeze 's reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics and pandemics, including Covid19 related causes, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions, whether or not related to Covid19 or any other pandemic; (e) embargoes or blockades in effect on or after the effective date of the Agreement; and (f) national or regional emergency; (g), power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (h) other events beyond the reasonable control of Breeze.
  2. Breeze will notify Partner promptly of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.

Article 11. Warranties

  1. Breeze shall use commercially reasonable efforts in the performance of the Services, and warrants that the Services comply with the Agreement, the specifications stated in the offer, and the relevant applicable laws effective at the time the Agreement is entered into.
  2. Partner is responsible for complying with all applicable laws, rules, and regulations relating to the promotion and sale of alcohol.
  3. No warranty is provided regarding the following:
    1. The number of visitors to the Partner’s establishment resulting from dates or advertising by Breeze;
    2. The number of consumptions purchased at the Partner's establishment; and
    3. The frequency of visits to the Partner's establishment.

Article 12. Intellectual Property

  1. All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to or resulting from the Agreement (“Intellectual Property Rights”) shall remain the property of Breeze. No transfer or other grant of rights is given to Partner, unless explicitly stated in writing by Breeze.
  2. Breeze grants to Partner, during the term of the Agreement, a limited, personal, revocable, non-exclusive and non-transferable right to use the Services.
  3. Unless otherwise agreed upon in writing, Partner is not authorized to grant sublicenses to third parties.
  4. Breeze is permitted to use the Partner’s name, tradenames, trademarks and logo for Breeze’s business, for reference and/or promotional purposes.

Article 13. Services

  1. Breeze shall have the right to make changes to the technical and non-technical facilities related to the Services, such as the system used by Breeze to make reservations with Partners, at any time, without the prior consent of Partner.
  2. The sale and provision of any alcoholic beverages to Customers is done solely by Partner under Partner’s alcoholic beverage licenses. Breeze does not provide or sell alcoholic beverages in any capacity. All funds provided to Breeze by Partner are for Breeze’s marketing services, and do not relate to alcoholic beverages. Partner is responsible for implementing alcoholic beverage marketing and promotional programs (including pricing) in accordance with applicable law, rules, and regulations.
  3. Partner shall conduct itself and behave in a manner that is consistent with what is reasonably expected from a responsible user of the Services.
  4. Partner shall be solely responsible for any use of the granted right of use, including any unauthorized use. Partner shall take all appropriate and reasonable measures to prevent unauthorized use.
  5. Partner shall comply at all times with any instructions provided by Breeze regarding the use of the Services.
  6. Any modification to the Services that, in the reasonable opinion of Breeze, requires a significant, non-temporary adjustment by the Partner shall be communicated to the Partner as soon as reasonably possible. Partner shall have the right to terminate the Agreement as of the date the modification is announced.
  7. Breeze reserves the right to suspend or remove technical Services, including without limitation the system used by Breeze to make reservations with Partners and Breeze’s portal, if such technical Services cause a disruption or delay to the system. Breeze shall assess whether such disruption or delay exists and may, without prior notice to Partner, block the technical Services, or take other measures to resolve the disruption or delay.
  8. Breeze is entitled to temporarily suspend or limit the use of the Services, without prior notice to Partner, to the extent necessary for maintenance or for adjustments or improvements required by Breeze.
  9. Partner shall use best efforts to integrate its reservation system with Breeze’s in order to ensure that Breeze is able to make automatic reservations for Customers at Partner’s venue on the selected date(s).
  10. Under all circumstances listed under this Article 13, Partner shall have no right to claim compensation or damages.

Article 14. Confidential Information

  1. All non-public, confidential or proprietary information of Breeze ("Confidential Information") disclosed by Breeze to Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the Agreement is confidential, solely for Partner's use in performing his obligations under the Agreement and may not be disclosed or copied unless authorized by Breeze in writing.
  2. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Partner's breach of this Agreement; (b) is obtained by Partner on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) is lawfully in the possession of Partner at the time of disclosure by Breeze and not otherwise subject to restriction on disclosure; or (d) is developed independently or separately by Partner without use of the Confidential Information.
  3. All Confidential Information disclosed to the Partner by Breeze (i) is and shall remain the sole property of Breeze, and (ii) is disclosed or permitted to be acquired by the Partner solely in reliance on the Partner’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided by Breeze in writing, the Agreement and these Partner Terms do not confer any right, license, ownership or other interest in or title to the Confidential Information to the Partner.
  4. Upon termination of the Agreement, Partner shall return all Confidential Information received in tangible form to Breeze within thirty (30) days of Breeze’s written request therefore, and shall not retain any copies, without Breeze’s prior written consent.

Article 15. Entire Agreement

The Agreement and these Partner Terms constitute the sole and entire agreement between the Parties with respect to Breeze’s performance of the Services, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Article 16. Survival

The provisions of these Partner Terms as well as the Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of the Agreement, will survive such expiration or termination.

Article 17. No Beneficiaries

Any agreement between the Parties is for the sole benefit of the Parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the Parties thereto, any legal or equitable rights thereunder.

Article 18. No Partnership

Nothing contained in any agreement between the Parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the Parties. Neither of the Parties may pledge or purport to pledge the credit of the other Party or make or purport to make any representations, warranties, or undertakings for the other Party.

Article 19. Injunctive Relief

Partner acknowledges that Breeze shall suffer irreparable injury in case of breach of the obligations under Articles 12 and 14. Accordingly, in the event of such breach, Partner acknowledges that Breeze will be entitled to injunctive relief in any state or federal court of competent jurisdiction within the State of New York. Partner further submits to the personal jurisdiction of such courts for the purposes of any such action.

Article 20. Notices

All notices under these Partner Terms and the Agreement shall be made in writing and shall be deemed duly given if delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, by recognized overnight courier service, or by email with confirmation of transmission, provided notice has been sent from, and has been sent to, email addresses that are commonly used by the Parties during the term of the Agreement. Notices shall be effective on receipt.

Article 21. Severability

If any term or provision of these Partner Terms or the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Partner Terms or the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Article 22. No Waiver

The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Partner Terms or by law shall not constitute a waiver of that right, power or remedy. If Breeze waives a breach of any provision of these Partner Terms or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.

Article 23. Assignment

Partner is not permitted to assign, delegate or otherwise transfer the Agreement or any rights thereunder without the prior written consent of Breeze. Any such attempted assignment, delegation or transfer will be null and void. Breeze is permitted at its sole discretion to assign the Agreement or any rights hereunder to any third party, without giving prior notice to Partner.

Article 24. Choice of Law and Disputes

Unless otherwise stated in writing, any and all agreements between the Parties shall be governed and construed in accordance with the laws of New York, notwithstanding any conflict of law principles. All disputes and controversies arising out of or relating to these Partner Terms, or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST BREEZE, REGARDLESS OF WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Last updated: February 18, 2025