Last updated: July 20, 2025
PLEASE READ THESE TERMS CAREFULLY.
WELCOME. BEEZER LLC ("BEEZER") PROVIDES BREEZE, A NON-CUSTODIAL PLATFORM FOR AUTOMATED DIGITAL ASSET YIELD GENERATION, DESIGNED TO BE ACCESSED EXCLUSIVELY THROUGH INTEGRATED APPLICATIONS, THIRD-PARTY PLATFORMS, OR API-BASED SERVICES.
THESE TERMS OF SERVICE ("TERMS") FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND BEEZER AND GOVERN YOUR ACCESS TO AND USE OF BREEZE.
WE'VE DESIGNED THESE TERMS TO BE AS CLEAR AND ACCESSIBLE AS POSSIBLE. THAT SAID, CERTAIN SECTIONS CONTAIN LEGAL LANGUAGE REQUIRED TO ENSURE BOTH PARTIES ARE PROPERLY PROTECTED. BY ACCESSING OR USING BREEZE, YOU AGREE TO BE BOUND BY THESE TERMS. WE MAY UPDATE THEM PERIODICALLY, AND CONTINUED USE CONSTITUTES ACCEPTANCE OF ANY MODIFICATIONS.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. "Control" means the direct or indirect ownership of more than 50% of the voting interests of the applicable entity.
"Authorized Payment Method" means any payment method accepted by Breeze, as may be updated from time to time at Breeze's sole discretion.
"Beta Access" means early or experimental access to certain features or functionality of Breeze that are under active development. Beta Access may be offered to select Users solely for testing, feedback, or evaluation purposes, at Breeze's discretion.
"Beezer," "we," "us," or "our" means Beezer LLC.
"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential under the circumstances. Confidential Information includes product roadmaps, business plans, technology and security specifications, financial data, and these Terms. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was lawfully known to the Receiving Party before disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Subject to the foregoing, User Data is deemed Confidential Information of the User.
"Feedback" means any suggestions, ideas, improvements, or recommendations provided by you relating to Breeze or its functionality.
"Privacy Policy" means the Breeze Privacy Policy, available at https://www.breeze.baby/privacy-policy, as updated by us from time to time.
"Supported Assets" means digital assets eligible for automated allocation via Breeze, including SOL, USDC, and any other tokens we may support.
"User Data" means all information, configurations, wallet addresses, and transaction metadata provided or made available by you through your use of Breeze. User Data excludes any aggregated or anonymized system data generated by Breeze for platform performance, benchmarking, or enhancement purposes.
"You," "your," or "User" means the individual or entity using Breeze.
Eligibility
To use Breeze, you must be at least eighteen (18) years of age and have the legal capacity to enter into these Terms. Access to Breeze may require you to complete certain onboarding or verification steps, including but not limited to connecting a supported digital wallet or verifying your integration credentials.
Non-Custodial Protocol Use
Breeze is a non-custodial platform. Beezer does not hold, store, or manage digital assets on your behalf. All asset allocations, transfers, or yield-generating activities are executed directly by smart contracts initiated through your wallet. You are solely responsible for verifying and approving each transaction, and for ensuring that you understand the mechanics and risks of interacting with the underlying protocol.
Access
Subject to these Terms, Beezer grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use Breeze solely in accordance with its intended purpose and your selected subscription tier. You are responsible for ensuring that all access and use of Breeze by you or your authorized users complies with these Terms.
If you access Breeze via an integration or API through a third-party platform, your use must comply with any access limitations, authentication requirements, and functional scope set by Beezer. You may not resell, re-expose, or provide programmatic access to Breeze to any third party except as expressly permitted in writing by Beezer. Any such unauthorized use constitutes a material breach of these Terms.
Restrictions
You agree not to, and will not permit others to: (a) copy, modify, adapt, or create derivative works based on Breeze; (b) rent, lease, distribute, sell, sublicense, assign, or otherwise provide unauthorized access to Breeze to any third party; (c) use Breeze on behalf of, or for the benefit of, any third party except as expressly permitted by Breeze; (d) incorporate Breeze into any other software, product, or service offering; (e) interfere with or circumvent any security, performance, or usage-limiting features of Breeze; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or logic of Breeze, except as expressly permitted by applicable law and only upon prior written notice to Breeze; (g) remove, obscure, or alter any proprietary notices, disclaimers, or branding appearing in Breeze; (h) use Breeze for competitive analysis or to develop a competing product or service; or (i) encourage or assist any third party in engaging in any of the foregoing activities.
Wallet and Transaction Responsibility
You acknowledge and agree that Beezer does not have access to, or control over, your private keys, wallet credentials, or digital assets. You are solely responsible for maintaining the security of your wallet and for all actions taken through it, including signing transactions, authorizing contract interactions, and incurring gas fees, network costs, or slippage. Beezer is not liable for any unauthorized access to your wallet, nor for any losses arising from compromised keys or wallet mismanagement.
By using Breeze under Beta Access, you acknowledge and agree that Breeze is provided on an "as-is" and "as-available" basis without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Features available through Beta Access may be experimental, unstable, or incomplete, and may be modified, suspended, or removed at any time without prior notice. Breeze does not guarantee the performance, security, or availability of any Beta features and assumes no obligation to maintain or support them. To the maximum extent permitted by law, Beezer and its Affiliates disclaim all liability arising from your use of Beta Access, including without limitation any loss of data, security breaches, or service disruptions.
Fees and Pricing
Details on how Breeze calculates fees can be found on our website. By using Breeze, you agree to pay all associated fees and, where applicable, any protocol-level or transaction-based spreads. Breeze reserves the right to revise its pricing, fee structures, and discounts at any time. If material changes are made, Breeze may provide at least 30 days' prior notice. Final pricing, including all fees, will be disclosed at the time you authorize a transaction.
Payment Obligations
Payment must be submitted at the time of purchase. If you fail to complete payment to Breeze's satisfaction, Breeze may cancel your transaction or deny further access to services.
Authorized Payment Methods
You may use any payment method accepted by Breeze as listed on our website. Breeze does not guarantee the availability of any specific method at any given time and may add, suspend, or remove payment methods at its discretion.
Payment Representations
You represent and warrant that: (i) the payment information you provide is accurate and complete; (ii) you are authorized to use the selected payment method; (iii) all charges will be honored by your payment provider; (iv) you are solely responsible for any network or transaction fees incurred in connection with crypto-based payments; and (v) you will pay all fees and applicable taxes in accordance with the rates in effect at the time of the transaction.
Refunds
Except as required by law, Beezer does not offer refunds. Because Breeze operates as a digital, automated service, refunds are issued only under limited circumstances and at Beezer's sole discretion. Any request for refund will be considered on its individual merits and subject to these Terms.
Taxes
All fees charged by Breeze are exclusive of applicable taxes. You agree to pay all sales, use, value-added, and other taxes or government-imposed fees arising from your use of Breeze, other than taxes based on Breeze's net income. If Breeze is required by law to collect such taxes, you agree to reimburse Breeze for the amounts charged.
Term and Renewal
These Terms take effect upon your first access or use of Breeze and remain in effect until terminated in accordance with these Terms. If you subscribe to a paid version of Breeze, your subscription will automatically renew on a monthly basis unless canceled through your account settings prior to the renewal date. You may cancel your subscription at any time, but fees already paid are non-refundable. Beezer may modify or discontinue subscription offerings with prior notice.
Early Cancellation
You may cancel your subscription at any time for convenience. However, Breeze does not provide refunds for early termination, and you remain responsible for any unpaid fees through the end of the current Subscription Term.
Termination for Cause
Either party may terminate these Terms for cause: (i) with thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure the breach within that period; or (ii) immediately, if the other party becomes subject to bankruptcy, insolvency proceedings, liquidation, or a general assignment for the benefit of creditors. Beezer may also terminate these Terms with thirty (30) days' notice if your actions, in Beezer's reasonable judgment, pose reputational, legal, or operational risks to Breeze or its users.
Suspension for Non-Payment
If any payment due remains unpaid after notice, Breeze may suspend your access to the services ten (10) days after such notice. Breeze will not suspend access if you are reasonably and in good faith disputing the charges and are actively cooperating to resolve the dispute.
Effect of Termination or Expiration
Upon termination or expiration of these Terms, you must cease all use of Breeze. If you terminate for cause, Breeze will refund any prepaid, unused fees for the remainder of your Subscription Term. If Breeze terminates for cause, you must immediately pay all outstanding fees through the end of the Subscription Term. Except as expressly provided, all fees are non-refundable.
User Data Ownership
You retain all ownership rights in and to your User Data. These Terms do not grant Beezer any ownership interest in your User Data. You grant Breeze a limited, non-exclusive right to access, use, and process your User Data solely as necessary to operate, maintain, and improve Breeze. If you are submitting or using Breeze on behalf of another party, you represent and warrant that you have all rights and authority necessary to do so and to grant the rights described in this section.
Usage Data
Breeze may collect and analyze data relating to your access and use of Breeze, including performance metrics, activity logs, and interaction patterns. Breeze may use this usage data to monitor system performance, improve product functionality, and generate aggregated insights, provided that such data does not identify you or any individual and is used in accordance with our Privacy Policy.
Attribution
If you display or expose any output, data, or user interface elements derived from Breeze within another platform or application, you must provide clear attribution to Beezer or Breeze as specified by Beezer. Beezer may waive this requirement in writing on a case-by-case basis. You may not misrepresent Breeze's role in generating or processing the data surfaced through such integrations.
Intellectual Property
These Terms grant you the right to access and use Breeze, but do not convey any license or ownership interest in any underlying software. Breeze and its licensors retain all rights, title, and interest in and to Breeze, including all related intellectual property, technologies, interfaces, documentation, and content.
Feedback
We welcome feedback about Breeze. By submitting any feedback, suggestions, or ideas, you agree that Breeze may use such feedback without restriction. You assign to Breeze all rights, title, and interest in and to any feedback you submit. Where assignment is not permitted by law, you grant Breeze a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and incorporate your feedback into Breeze or other products without compensation or attribution. Breeze is under no obligation to use or act on any feedback.
You may access Breeze via integrations with third-party platforms or services, including through APIs, SDKs, or embedded user interfaces. Any such access remains subject to these Terms. Beezer is not responsible for the acts, omissions, or failures of any third-party provider. If a third-party platform imposes additional terms in connection with your use of Breeze, those terms are between you and the third party and do not modify these Terms. To the extent your access to Breeze is facilitated through another platform or service provider, you remain solely responsible for ensuring your compliance with all applicable restrictions set by Beezer.
You agree that if you integrate or offer Breeze to end users via a third-party platform, you will flow down all disclaimers, risk notices, and terms materially similar to those set forth in these Terms to such end users. You further agree to indemnify, defend, and hold harmless Beezer from any claims, demands, or liabilities asserted by such end users, regulators, or third parties arising out of or related to their use of Breeze or any failure by you to provide adequate disclosures.
If you access or deploy Breeze through an embedded integration or white-labeled offering within another product or platform, you agree not to remove or obscure any reference to Breeze without Beezer's prior written approval. Beezer may require that Breeze be branded as "Yield Powered by Breeze" or similar attribution language within any user-facing interface that relies on Breeze functionality. Beezer may waive this requirement in writing on a case-by-case basis.
Confidentiality Obligations
The Receiving Party agrees to: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (ii) use the Confidential Information solely as permitted under these Terms; (iii) not disclose the Confidential Information to any third party except as expressly authorized herein; and (iv) restrict access to the Confidential Information to its and its Affiliates' employees, contractors, and agents who need access for purposes consistent with these Terms and who are bound by written confidentiality obligations no less protective than those set forth in this section.
Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena, or other legal process to disclose the Disclosing Party's Confidential Information, it will: (i) provide prompt written notice to the Disclosing Party, unless legally prohibited from doing so, to allow the Disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure; (ii) refer the request to the Disclosing Party where feasible and provide reasonable cooperation at the Disclosing Party's expense in opposing the disclosure; and (iii) if disclosure is ultimately required, disclose only the minimum amount of Confidential Information necessary to comply with the legal obligation. In no event will the Receiving Party disclose Confidential Information to any party other than a governmental authority unless under a valid and enforceable court order issued by a court of competent jurisdiction.
Release
If you have a dispute with one or more users of Breeze, you release Beezer, its Affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from all claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Indemnification
You agree to indemnify, defend, and hold harmless Beezer, its Affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and any fines or penalties imposed by a regulatory authority) arising out of or related to: (i) your breach of these Terms, (ii) your use of Breeze in violation of any applicable law, regulation, or third-party right, or (iii) any content or data you provide through Breeze that infringes or misappropriates the rights of a third party.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BEEZER, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE: (I) FOR ANY AMOUNT EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY YOU TO BEEZER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF BEEZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT IF YOU CLAIM BEEZER FAILED TO PROPERLY EXECUTE A TRANSACTION, YOUR RECOVERY IS LIMITED TO THE LESSER OF THE FEES PAID FOR THAT TRANSACTION OR THE TOTAL FEES PAID TO BEEZER IN THE PRECEDING TWELVE (12) MONTHS. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.
Essential Basis for the Bargain
YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BEEZER AND THAT BEEZER WOULD NOT PROVIDE BREEZE TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.
NO WARRANTIES; RISK DISCLOSURES
Disclaimer BREEZE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BEEZER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. BEEZER MAKES NO REPRESENTATION OR WARRANTY THAT BREEZE WILL BE SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, OR MEET YOUR EXPECTATIONS. BEEZER DOES NOT GUARANTEE THAT ANY ORDER OR TRANSACTION WILL BE EXECUTED, CONFIRMED, RECORDED, OR REMAIN OPEN. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.
End Users of Integrated Platforms
Disclaimer BEEZER DOES NOT PROVIDE SERVICES DIRECTLY TO END USERS OF THIRD-PARTY PLATFORMS INTEGRATING BREEZE. ANY SUCH USERS ARE NOT PARTIES TO THESE TERMS. AND MUST ADDRESS QUESTIONS, ISSUES, OR CLAIMS TO THE PLATFORM THROUGH WHICH THEY ACCESSED BREEZE.
Assumption of Risk
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT BEEZER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM: (I) ERRORS, OMISSIONS, OR DELAYS IN DIGITAL ASSET PRICE DATA OR RELATED TRANSMISSIONS; (II) MALICIOUS SOFTWARE, VIRUSES, OR SYSTEM COMPROMISE ARISING FROM YOUR ACCESS TO BREEZE OR THIRD-PARTY LINKS; (III) BUGS, GLITCHES, OR FUNCTIONAL INACCURACIES; OR (IV) SUSPENSION, TERMINATION, OR RESTRICTION OF YOUR ACCESS TO BREEZE.
Regulatory Status
YOU ACKNOWLEDGE AND AGREE THAT BREEZE IS NOT A BANK, BROKER-DEALER, INVESTMENT ADVISER, COMMODITY POOL OPERATOR, OR ANY OTHER FINANCIAL INSTITUTION, AND THAT BEEZER DOES NOT OFFER, SOLICIT, OR PROVIDE INVESTMENT ADVICE, FIDUCIARY SERVICES, OR BROKERAGE SERVICES. BREEZE IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE COMMODITY FUTURES TRADING COMMISSION, THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, OR ANY OTHER REGULATORY BODY. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR USE OF BREEZE COMPLIES WITH APPLICABLE LAWS, REGULATIONS, AND LICENSING REQUIREMENTS IN YOUR JURISDICTION.
Assumption of Smart Contract and Protocol Risk
YOU UNDERSTAND AND AGREE THAT BREEZE OPERATES THROUGH DECENTRALIZED SMART CONTRACTS, WHICH MAY CONTAIN VULNERABILITIES, CODING ERRORS, OR BE SUBJECT TO SECURITY EXPLOITS, NETWORK CONGESTION, OR EXTERNAL GOVERNANCE CHANGES. BY USING BREEZE, YOU ASSUME ALL RISKS ASSOCIATED WITH INTERACTING WITH SMART CONTRACTS, INCLUDING BUT NOT LIMITED TO LOSS OF FUNDS, STUCK TRANSACTIONS, AND UNEXPECTED CONTRACT BEHAVIOR. BEEZER DOES NOT GUARANTEE THE FUNCTIONALITY OR SECURITY OF ANY THIRD-PARTY PROTOCOLS INTEGRATED INTO OR ACCESSED VIA BREEZE.
THIRD PARTY ACCESS; DISCLAIMER
Clarification of Contractual Relationship Beezer does not act as an agent, custodian, or fiduciary in connection with any transaction facilitated via Breeze. All interactions are initiated and authorized by you, and Beezer has no ability to reverse, alter, or influence execution once a transaction is submitted to the network.
Third-Party Infrastructure Disclaimer Breeze may rely on third-party technologies, smart contracts, or hosted services to operate or facilitate your access to certain features. Beezer does not control or assume responsibility for the security, reliability, or availability of such third-party infrastructure. You use these services at your own risk and are solely responsible for evaluating their fitness for your intended use.
Compliance with Laws
Beezer will comply with all applicable U.S. federal, state, and international laws in its operation and provision of Breeze. Beezer reserves the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree not to export, re-export, or otherwise transfer access to Breeze to any country, entity, or individual prohibited by applicable export control laws or sanctions programs.
Severability
If any provision of these Terms are found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.
Notices
If you need to contact Beezer for legal purposes, you may do so by email at legal@breeze.baby or through any contact method listed on our website. We may provide you with notices via email, in-app messaging, or through any contact information associated with your Breeze account. You are responsible for keeping your contact details up to date.
Governing Law; Venue
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. You and Beezer agree that any legal action or proceeding arising under or related in any way to these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party hereby irrevocably consents to the jurisdiction of such courts and waives any objection to venue therein, including any claim of forum non conveniens
Entire Agreement
The Terms, including our Privacy Policy, constitutes the entire agreement between you and Beezer regarding Breeze. It supersedes all prior and contemporaneous proposals, agreements, or understandings -- oral, written, or electronic. Beezer expressly objects to and rejects any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.
Assignment
You may not assign or transfer these Terms without Beezer’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not a competitor of Beezer. Beezer may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale
Assignment
You may not assign or transfer these Terms without Beezer’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not a competitor of Beezer. Beezer may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale.
No Third-Party Beneficiaries
Nothing in these Terms confers any rights, remedies, or benefits on any third party unless expressly stated.
Contract for Services
These Terms are for the provision of services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.
Authority
Each party represents that it has full authority to enter into these Terms and bind itself to its terms. You further represent that you have the authority to bind your affiliates to these Terms and ensure their compliance.
Survival
Any provisions that by their nature should survive termination or expiration of these Terms, including but not limited to terms relating to payment obligations, disclaimers, limitations of liability, indemnification, and confidentiality, shall survive.