Terms & Conditions

It is important to understand our Terms of Use with CautiouslyOptimistic.

These Terms of Use are a binding contract between you and Cautiously Optimistic, and Vocal Visual, LLC a production company. (“we”, “us”, “our”, “Vocal / BTB”). It contains the rules and restrictions that govern your use of Vocal / BTB’s products and services (referred to below simply as “Vocal / BTB”). If you have any questions, comments, or concerns regarding these Terms or our products and services, please contact us at hello@brkthtbrd.com

Using Vocal / BTB in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use Vocal / BTB. These Terms include everything in this document, as well as those in the Privacy Policy, Publisher Agreement, Content Guidelines, and Copyright Dispute Policy. If you don’t agree to all of the following, you may not use or access Vocal / BTB in any manner.

You represent and warrant that you are of legal age to form a binding contract (or if not, that you’ve received your parent’s or guardian’s permission to use Vocal / BTB and that your parent or guardian agrees to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).

Creating an Account on Vocal / BTB

You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and up-to-date registration information about yourself.

You agree that you will only use Vocal / BTB for your own personal or organizational use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.

You may not select as your Vocal / BTB account name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Vocal / BTB reserves the right to refuse registration of or cancel a Vocal / BTB account name at its discretion.

Intellectual Property and Reporting Infringement

We respect others’ intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. You promise to abide by copyright notices, trademark rules, information, and other restrictions you may receive from us or that are posted on Vocal / BTB.

To review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the Digital Millennium Copyright Act, which governs how we handle these reports, click here.

You understand that we own Vocal / BTB. These Terms don’t grant you any right, title or interest in Vocal / BTB, or our trademarks, logos, and other intellectual property.

Acceptable Use Policy

You are responsible for all your activity in connection with Vocal / BTB! Make sure that you use Vocal / BTB in a manner that complies with the law. If your use of Vocal / BTB is prohibited by applicable laws, then you aren’t authorized to use Vocal / BTB. We can’t and won’t be responsible for you using Vocal / BTB in a way that breaks the law.

You also agree that you will not contribute any Post or otherwise use Vocal / BTB in a manner that:

• Is fraudulent or threatening, or in any way violates Vocal / BTB’s Content Guidelines;

• Jeopardizes the security of your Vocal / BTB account or anyone else’s (such as allowing someone else to log into Vocal / BTB as you, or sharing your account or password with someone);

• Attempts, in any manner, to obtain the password, account, or other security information of any other user;

• Violates the security of any computer network, or cracks any passwords or security encryption codes;

• Runs Maillist, Listserv, any form of auto-responder or “spam” on Vocal / BTB, or any processes that run or are activated while you are not logged into Vocal / BTB, or that otherwise interferes with the proper working of Vocal / BTB (including placing an unreasonable load on Vocal / BTB’s infrastructure);

• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of Vocal / BTB (through use of manual or automated means);

• Copies or stores any significant portion of the content on Vocal / BTB;

• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to Vocal / BTB.

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Vocal / BTB, its licensors, or its suppliers be liable to you or to any other person for:

• Any indirect, special, incidental, or consequential damages of any kind, or

• Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with Vocal / BTB in the twelve-month period preceding the applicable claim.

No Warranties

Vocal / BTB is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Vocal / BTB will be uninterrupted or error-free. Accordingly, we do not:

• Make any representations or warranties about any content contained in or accessed through Vocal / BTB, and we will not be responsible for the accuracy, copyright compliance, legality, or decency of material contained on our products and services.

• Make any representations or warranties regarding suggestions or recommendations of products or services (including Publisher newsletters) offered or purchased through Vocal / BTB. Products and services purchased or offered through Vocal / BTB, including newsletters, are provided “as-is” and without any warranty of any kind from Vocal / BTB.

Paid Subscriptions on Vocal / BTB

If you publish newsletters through Vocal / BTB, you are a Publisher. If you subscribe to Publisher newsletters, you are a Reader. Readers subscribe to newsletters directly through the Publisher’s subdomain on Vocal / BTB.

A Publisher may offer their newsletters for free or for a subscription fee, to be determined in the Publisher’s discretion. Readers may choose to subscribe to Publisher newsletters on Vocal / BTB and agree to incur any applicable subscription fees.

Publishers will set prices for their newsletters, and may change the prices at their sole discretion through their Publisher account, though no price changes shall apply retroactively.

In the event that a Reader has a dispute with a Publisher, you agree that Vocal / BTB is under no obligation to become involved other than to direct any inquiries regarding a Publisher’s newsletter to the appropriate Publisher pursuant to the Publisher Agreement. To learn more about how Vocal / BTB manages its relationships with Publishers, you should check out the Publisher Agreement.

Terminating Your Account

Vocal / BTB is free to terminate (or suspend access to) your use of Vocal / BTB, or your account, for any reason at our discretion. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Posts you may have uploaded to your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Vocal / BTB.

Vocal / BTB also allows you to delete your account at any time. If you'd like to delete your account, you can do so from your account page. When you delete your account, any Posts associated with that account will also be deleted. However, any Post that you have made public may remain available.

You understand and agree that it may not be possible to completely delete your content from Vocal / BTB’s records or backups, and that your Posts may remain viewable elsewhere to the extent that they were copied or stored by other users. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using Vocal / BTB.

You agree that some of the obligations in these Terms will be in force even after you terminate your account. All of the following terms will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, terms regarding disputes between us, and any other terms that, by their nature, should survive termination of these Terms.

If you have deleted your account by mistake, contact us immediately at hello@brkthtbrd.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Privacy on Vocal / BTB

Vocal / BTB takes your privacy very seriously. For the current Vocal / BTB Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children.  We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for Vocal / BTB or send any personal information about yourself to us.  If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible.  If you believe that a child under 16 may have provided us personal information, please contact us.

Changes to Vocal / BTB

We’re always trying to improve Vocal / BTB, so our products and services may change over time. We may suspend or discontinue any part of Vocal / BTB, or we may introduce new features or impose limits on certain features or restrict access to parts or all of Vocal / BTB. We’ll try to give you notice when we make a material change to Vocal / BTB that would adversely affect you, but this isn’t always possible or practical.

Changes to the Terms

We are constantly trying to improve our products and services, so these Terms may need to change along with Vocal / BTB.  We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use Vocal / BTB.  If you use Vocal / BTB in any way after a change to the Terms is effective and notice has been provided, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Violations of the Terms

Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account. Vocal / BTB has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Miscellaneous Terms

The above covers most of the questions that we typically receive about Vocal / BTB. We have grouped provisions that come up less frequently below:

• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Vocal / BTB, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Vocal / BTB (including any actions taken by a third party using your account), and (b) your violation of these Terms.  In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

• Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Vocal / BTB account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

• Choice of Law: These Terms are governed by and will be construed under applicable federal law and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

• Arbitration and Class Action Waiver: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco County, California, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, you and Vocal / BTB shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.  For all purposes of these Terms, you consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. The prevailing party in any action or proceeding arising out of these Terms will be entitled to an award of costs and attorneys’ fees. To the fullest extent permitted by law, you and Vocal / BTB Inc agree that all claims against the other can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or other representative proceeding. We agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party's claim.

• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under these Terms.

• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Vocal / BTB Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.

• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  

• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  

• Entire Agreement: You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.