BreakHawk User and License Agreement

Section 01

Agreement & Authority

This Agreement is a binding contract between you and BreakHawk, Inc. ("BreakHawk," "we," "us," or "our"). It applies to every individual and organization that accesses or uses the Service, including individual breakers, teams, and multi-breaker operations.

If you are accepting this Agreement on behalf of a company, workspace, or other organization, you represent that you have the authority to bind that organization, and "you" refers to both you individually and that organization. If you do not have that authority, you must not accept this Agreement on the organization's behalf.

This Agreement incorporates by reference any order forms, workspace plan terms, or supplemental policies referenced on www.breakhawk.com. In the event of a conflict between this Agreement and a signed order form, the order form controls only with respect to the specific terms it addresses.

Section 02

Eligibility

You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to create a BreakHawk account or use the Service. By using the Service, you represent and warrant that you meet this requirement and that you have the legal capacity to enter into this Agreement.

The Service is intended for use by individuals and businesses operating or supporting card-break operations. BreakHawk may, at its discretion, refuse registration, suspend, or terminate access for any account that does not meet these eligibility requirements or that is used in violation of this Agreement.

You are responsible for ensuring that your use of the Service complies with all laws and regulations applicable to you, including any laws governing the sale, marketing, or breaking of collectible products in your jurisdiction.

Section 03

License

Subject to your compliance with this Agreement, BreakHawk grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal break operations, during the term of your subscription or account.

This license does not include the right to: resell, sublicense, or provide the Service to third parties as a standalone offering; reverse engineer, decompile, or attempt to extract the source code of the Service, except where applicable law expressly permits it; remove or obscure any proprietary notices; or use the Service to build a competing product.

All rights not expressly granted to you in this Agreement are reserved by BreakHawk. Your use of the Service does not transfer any ownership interest in the Service, its underlying technology, or BreakHawk's trademarks.

Section 04

Workspaces

A workspace is the shared environment where you and your team plan, run, and track breaks, manage inventory, and view HawkEye Intel data. Each workspace has one or more administrators who are responsible for managing membership and permission levels within that workspace.

Workspace administrators are responsible for: inviting and removing members; assigning and reviewing permission levels; and ensuring that only authorized individuals have access to the workspace and its data. BreakHawk is not responsible for actions taken by members that a workspace administrator has authorized or failed to remove.

Data, break plans, inventory records, and settings within a workspace belong to the organization that created the workspace, not to any individual member. If a dispute arises over control of a workspace, BreakHawk may rely on the account information on file to determine administrative authority.

Section 05

Acceptable Use

You agree not to, and not to permit others to:

• Use the Service for any unlawful purpose, or in a way that violates the rights of BreakHawk or any third party;
• Upload or transmit content that is fraudulent, deceptive, or infringes on the intellectual property or privacy rights of others;
• Attempt to gain unauthorized access to any account, workspace, or system not belonging to you;
• Interfere with or disrupt the integrity or performance of the Service, including through malware, denial-of-service activity, or excessive automated requests;
• Scrape, harvest, or systematically extract data from the Service, including HawkEye Intel data, outside of features BreakHawk provides for that purpose;
• Misrepresent your identity or affiliation, or use the Service to impersonate another person or organization;
• Use the Service to manipulate pricing, checklist, or market data in a way intended to mislead other users or customers.

BreakHawk may investigate suspected violations of this section and may suspend or restrict access to the Service while an investigation is ongoing.

Section 06

Customer Data

"Customer Data" means the data you or your workspace members submit to the Service, including break plans, checklists, product and inventory records, pricing decisions, sales data, and team performance information.

As between you and BreakHawk, you retain all rights to your Customer Data. You grant BreakHawk a limited license to host, process, and display Customer Data solely as needed to provide, maintain, and improve the Service, and to generate aggregated or de-identified insights as described in Section 08 (Analytics).

You are responsible for the accuracy, quality, and legality of the Customer Data you submit, and for having the necessary rights to submit it. BreakHawk will handle Customer Data in accordance with Section 13 (Security and Privacy).

On termination of your account, BreakHawk will make Customer Data available for export for a reasonable period as described in Section 15 (Termination), after which it may be deleted in accordance with BreakHawk's data retention practices.

Section 07

Third-Party Data

The Service may display or incorporate data sourced from third parties, including marketplace listings, sales comparables, and product catalog information used by HawkEye Intel. BreakHawk does not own this third-party data and does not guarantee its accuracy, completeness, or availability.

Where the Service integrates with third-party platforms you connect to your account, your use of those integrations is also governed by the applicable third party's own terms. BreakHawk is not responsible for the practices, availability, or content of third-party platforms.

You may not use the Service to redistribute third-party data in bulk or in a manner that violates the terms under which BreakHawk obtained that data.

Section 08

Analytics

BreakHawk may use Customer Data, in aggregated or de-identified form, to operate, maintain, and improve the Service, including to train and calibrate features such as HawkEye Intel pricing and demand signals. Aggregated or de-identified data does not identify you or your workspace and may be used and shared by BreakHawk without restriction.

HawkEye Intel outputs, including fair-market-value ranges, confidence indicators, market signals, and demand estimates, are informational and derived from available product, spot, and market data. They are estimates, not guarantees, and should not be treated as a substitute for your own judgment. BreakHawk is not responsible for pricing or business decisions made in reliance on HawkEye Intel outputs.

Section 09

Beta Features

BreakHawk is currently offered as part of a private beta and may include features, modules, or data (including early versions of HawkEye Intel) that are still in development ("Beta Features"). Beta Features are provided on an "as is" and "as available" basis, without warranty of any kind, and may be changed, limited, or discontinued at any time without notice.

Beta Features may contain errors, inaccuracies, or interruptions, and should not be relied upon for critical business decisions. BreakHawk may collect feedback and usage data from your use of Beta Features to improve the Service. Participation in the private beta does not guarantee continued access following general availability.

Section 10

Intellectual Property

The Service, including its software, design, interface, features, and the BreakHawk name, logo, and HawkEye Intel branding, is owned by BreakHawk or its licensors and is protected by intellectual property laws. Nothing in this Agreement grants you any right, title, or interest in BreakHawk's intellectual property except for the limited license described in Section 03 (License).

Any feedback, suggestions, or ideas you provide about the Service may be used by BreakHawk without restriction or obligation to you. You may not use BreakHawk's trademarks or branding without prior written permission, except as necessary to accurately reference the Service.

Section 11

Fees

Access to certain features of the Service may require payment of fees, as described in your applicable plan, order form, or workspace subscription. Fees are due in accordance with the billing terms presented to you at signup or upgrade and, unless stated otherwise, are non-refundable.

BreakHawk may change its fees or introduce fees for features currently offered at no cost, with advance notice to affected accounts before the change takes effect. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees. You are responsible for any taxes associated with your use of the Service, excluding taxes based on BreakHawk's net income.

Accounts with unpaid or overdue fees may be subject to suspension or restricted functionality until payment is brought current, following reasonable notice.

Section 12

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. This includes non-public features of the Service, pricing terms, and each party's business and technical information.

Each party agrees to use the other party's Confidential Information only as needed to perform its obligations under this Agreement, and to protect it using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

Section 13

Security and Privacy

BreakHawk will use commercially reasonable measures designed to protect the service and Customer Data. No service is completely secure or uninterrupted. You must use appropriate account security, limit permissions, review workspace access, and notify BreakHawk promptly of suspected unauthorized use. BreakHawk's collection and handling of personal information is also subject to any privacy notice made available through BreakHawk or www.breakhawk.com.

Section 14

Service Changes

BreakHawk may update, modify, or discontinue features of the Service at any time, including as part of ongoing development during the private beta. BreakHawk will use reasonable efforts to provide notice of changes that materially reduce the core functionality of a paid plan.

BreakHawk is not obligated to maintain or continue offering any specific feature, integration, or version of the Service, and is not liable to you or any third party for any modification, suspension, or discontinuation of the Service or any part of it.

Section 15

Termination

You may stop using the Service and close your account at any time. BreakHawk may suspend or terminate your access to the Service if you materially breach this Agreement and fail to cure that breach within a reasonable period after notice, or immediately if your use of the Service poses a security risk, legal liability, or violates Section 05 (Acceptable Use).

Upon termination, your right to access the Service ends, but any provisions of this Agreement that by their nature should survive — including Confidentiality, Intellectual Property, Warranties, Liability, Indemnification, and Governing Law — will continue to apply.

Following termination, BreakHawk will make Customer Data available for export for a reasonable period, after which it may be deleted from BreakHawk's active systems in accordance with standard data retention practices.

Section 16

Warranties

Section 17

Liability

Section 18

Indemnification

You agree to defend, indemnify, and hold harmless BreakHawk, its officers, employees, and agents from and against any claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to: your use of the Service in violation of this Agreement; your Customer Data or your violation of any third party's rights; or your violation of any applicable law.

BreakHawk will provide you with prompt notice of any such claim and reasonable cooperation, at your expense, in the defense of the claim. BreakHawk reserves the right to assume exclusive control of the defense of any matter otherwise subject to indemnification by you.

Section 19

Changes

BreakHawk may update this Agreement from time to time. If BreakHawk makes material changes, it will provide notice, such as by posting an updated effective date and version on this page, or by other reasonable means, before the changes take effect.

Your continued use of the Service after a revised Agreement takes effect constitutes your acceptance of the changes. If you do not agree to a revised Agreement, you must stop using the Service. BreakHawk will retain prior versions of this Agreement and the version accepted by each account.

Section 20

Electronic Records

You agree that BreakHawk may provide notices, disclosures, and this Agreement to you electronically, including through the Service, by email, or by posting on www.breakhawk.com, and that electronic communications satisfy any legal requirement that such communications be in writing.

You consent to the use of electronic signatures, contracts, and records in connection with this Agreement and any acceptance flow within the Service, to the fullest extent permitted by applicable law.

Section 21

General

This Agreement, together with any incorporated policies and order forms, constitutes the entire agreement between you and BreakHawk regarding the Service and supersedes any prior agreements on the same subject.

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. BreakHawk's failure to enforce any right or provision will not be considered a waiver of that right or provision. You may not assign this Agreement without BreakHawk's prior written consent; BreakHawk may assign this Agreement in connection with a merger, acquisition, or sale of assets.

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control.