BreezeSlot

VALENBAY HOLDINGS LLC

Terms of Service & Acceptable Use Policy

For BreezeSlot (breezeslot.com), BreezeDock (breezedock.com) & BreezeCrew (breezecrew.com)

Document Version: 1.2 (Aligned with SRS v2.11.33 / Migrations V0–V75 & Release D)
Effective Date: November 4, 2026
Legal Operator: Valenbay Holdings LLC, a Texas limited liability company ("Valenbay," "Company," "we," "us," or "our"), doing business as BreezeSlot, BreezeDock, and BreezeCrew.


PART I: TERMS OF SERVICE

1. Agreement to Terms & Account Acceptance (FR-200)

1.1 Binding Agreement. These Terms of Service ("Terms") and the accompanying Acceptable Use Policy ("AUP") govern your access to and use of the BreezeSlot (breezeslot.com), BreezeDock (breezedock.com), and BreezeCrew (breezecrew.com) web applications, public booking pages, scheduling engines, client portals, session package/membership tools, video rooms, file vaults, practice CRM, messaging tools, and related services (collectively, the "Services") operated by Valenbay Holdings LLC, a Texas limited liability company. 1.2 Clickwrap Acceptance & Versioning. By creating a Workspace, signing in as an Owner, Manager, or Staff user, signing into a Client Portal, or booking an appointment or purchasing a package as a Customer or Guest, you agree to be bound by these Terms and the AUP. Workspace Owners must affirmatively accept these Terms and the AUP at sign-up and upon any material revision. The Platform records the timestamp and document version of each acceptance. 1.3 Eligibility & Geographic Scope (FR-210–FR-212, FR-250.1). You must be at least eighteen (18) years of age and legally capable of entering into binding contracts. At launch, Workspaces are available exclusively to businesses and individuals located in the United States (US) with a valid US (+1) telephone number, a US physical address, and US Dollars (USD) as the transaction currency (additional countries and currencies, such as CAD, GBP, and AUD, may be opened by Valenbay in future releases).


2. Platform Role: Service Provider to Independent Workspaces

2.1 Independent Businesses. Valenbay Holdings LLC provides software-as-a-service (SaaS) scheduling, session commerce, client portal, practice management, and client communication tools to independent service providers and businesses (each a "Workspace" or "Provider"). Valenbay is not a party to any service contract, appointment, session package, or membership between a Provider and a Customer. 2.2 Unverified Provider Credentials (FR-208). Any licenses, certifications, qualifications, headlines, or biographical statements displayed on a Provider's Public Booking Page or Client Portal are entered solely by the Provider, are not independently verified by Valenbay, and are labeled as unverified. Customers are solely responsible for evaluating the qualifications of any Provider they book. 2.3 Authoritative System of Record (BR-SYNC-01). Internal platform records are the sole authoritative source of truth for appointment status (PENDING, AWAITING_PAYMENT, BOOKED, COMPLETED, CANCELED, NO_SHOW, DECLINED, EXPIRED), slot locking, session credit balances, and cutoff windows. One-way exports to external calendars (such as Google Calendar or Microsoft Outlook) are informational only; edits made inside external calendars do not modify platform bookings.


3. Adult Age Boundary & Services for Dependents / Minors (COPPA Compliance — FR-201, FR-220)

3.1 Mandatory 18+ Adult Boundary (FR-220.1). The Services are strictly intended for use by adults aged eighteen (18) or older. Every public booking or inquiry submission requires the individual completing the form to affirmatively confirm that they are 18 years of age or older. Minors under 18 are strictly prohibited from submitting bookings or creating accounts directly. 3.2 Dependent Bookings by Parent or Legal Guardian (FR-220.2, FR-220.3). Where a Provider enables the serves_dependents setting for a Service (e.g., tutoring, coaching, or youth lessons):

  • (a) Parent/Guardian Contracting Party: The person booking must confirm: "I am 18 or older and the parent or legal guardian of the person receiving this service." All primary contact fields (email address and telephone number) must belong solely to the adult parent or legal guardian.
  • (b) Strict Prohibition on Minor Personal Data: Only a dependent's first name or initial (dependent_first_name, max 100 characters) and non-identifying operational context (dependent_metadata, max 100 characters) may be entered. You may never enter a minor's email address, phone number, home address, full legal name, date of birth, Social Security Number, or school name. 3.3 Special Provider Indemnification for Dependent Services (FR-201). As a condition of enabling serves_dependents on any Service, the Workspace Owner agrees to defend, indemnify, and hold harmless Valenbay Holdings LLC, its Managers, Members, Trustees, affiliates, and officers from and against any and all claims, regulatory fines, penalties, liabilities, and legal fees arising out of or relating to the Children's Online Privacy Protection Act (COPPA), state minor-privacy laws, or the Provider's interactions with minors or their guardians.

4.1 SMS & Automated WhatsApp — Strictly Transactional. Outbound SMS (via verified US Toll-Free Numbers) and automated WhatsApp Business API messages are strictly limited to transactional appointment confirmations, reschedule/cancellation notices, waitlist slot alerts, and appointment reminders. Marketing blasts, promotional spam, and cold outreach over SMS or automated WhatsApp are strictly prohibited. 4.2 Separate, Unchecked Consent for SMS & WhatsApp (BR-CUST-04, FR-152). Providing a telephone number on a booking form does not constitute consent to receive automated SMS or WhatsApp messages. Outbound SMS and automated WhatsApp reminders are sent only to the specific US (+1) telephone number submitted for that appointment (contact_phone_snapshot) when separate, affirmative opt-in consent is recorded for that channel and number. 4.3 Mandatory Opt-Out (STOP) & Help (HELP) Enforcement (FR-137, FR-153, FR-234).

  • Replying STOP (or any standard opt-out keyword) to an SMS or WhatsApp message immediately and permanently suppresses future messages on that channel from that Workspace to that number. Providers cannot override, delete, or bypass a customer STOP opt-out.
  • Replying HELP returns an automated message identifying the Workspace's business name and contact information.
  • Standard message and data rates may apply from the recipient's wireless carrier. 4.4 Quiet Hours & Automatic Email Fallback (BR-MSG-01, BR-MSG-05, FR-155). Non-immediate SMS and WhatsApp reminders scheduled during local quiet hours (9:00 PM to 8:00 AM in the customer's captured time zone) are automatically held until 8:00 AM. When a Workspace reaches 100% of its monthly SMS or WhatsApp allowance (and has no active message pack credits), or if a mobile delivery fails, reminders automatically fall back to transactional email sent solely to the appointment's contact_email_snapshot. 4.5 WhatsApp Click-to-Chat Links (wa.me — FR-157). The Services may display client-side links (https://wa.me/) that open a conversation in WhatsApp, a third-party service operated by WhatsApp LLC (a Meta Platforms company) and governed by its own terms and privacy policy. These links are not platform-dispatched messages: the Platform does not send, receive, or store the conversation.
  • (a) Customer to Workspace: Where enabled by a Provider (whatsapp_chat_enabled), a link on a Public Booking Page or booking confirmation lets a Customer open a WhatsApp chat with the Workspace's published business telephone number.
  • (b) Provider to Customer: Where a Customer entered a US (+1) telephone number on a booking form (and has not opted out under FR-153), a Provider may use a link in the appointment details to open a WhatsApp chat with that number in the Provider's own WhatsApp application, solely regarding that appointment.
  • (c) Provider Responsibility: The Provider is solely responsible for the content of messages it sends and for complying with applicable law (including the TCPA) and WhatsApp's policies. These links may never be used for marketing, bulk messaging, or contacting a Customer who replied STOP or submitted a privacy deletion request. 4.6 Service Discounts & Promotional / Re-Engagement Email Campaigns via Postmark Broadcast Stream (FR-291–FR-305, FR-316, FR-318).
  • Service Discounts (FR-291–FR-297): Workspaces on eligible paid plans may configure automatic discounts or discount codes. Only one discount may apply per booking (no stacking), and the original price, discount amount, and final price are snapshotted at booking and shown at checkout and on the receipt.
  • Affirmative Email Marketing Consent & CAN-SPAM Compliance (FR-298–FR-305, D-11): Workspaces on eligible paid plans may send promotional discount invite emails (FR-298–FR-305) or BreezeDock dormant-client re-engagement emails (FR-316, FR-318) only to Customers who have affirmatively ticked a separate, unchecked marketing consent checkbox (marketing_consent table) for that Workspace and have not withdrawn consent. Every such email requires the Workspace to maintain a complete US physical postal address (FR-300), is dispatched exclusively through Postmark's isolated Broadcast Message Stream, is subject to monthly plan caps (Plus 200, Pro 500, Business 2,000, FR-303), and includes a mandatory 1-click Unsubscribe link (List-Unsubscribe / List-Unsubscribe-Post, FR-299). Cold or imported-list promotional campaigns are strictly prohibited.

5. Subscriptions, Plan Entitlements, Caps & Growth Programs (FR-180–FR-187, FR-242–FR-249, V75)

5.1 Subscription Plans & Billing. Workspaces may subscribe to BreezeSlot or BreezeDock Free, Plus, Pro, or Business plans, plus optional add-on message packs or additional Business providers and locations. All paid subscriptions and message packs are billed in advance in US Dollars (USD) via Stripe, plus applicable sales tax calculated via Stripe Tax. 5.2 Monthly Appointment & Message Caps (V55, V75). Free and Plus plans are subject to monthly appointment caps evaluated by Hold Group in the Workspace's time zone (Free warns at 55 and stops at 60; Plus warns at 95 and stops at 100), and paid plans include defined monthly WhatsApp, SMS, and promotional email allowances. Unused monthly allowances do not roll over; purchased message pack credits remain valid while the Workspace maintains an active paid plan. 5.3 Plan Modifications & Downgrades (BR-PLAN-01, FR-237.1). Valenbay reserves the right to modify plan features upon at least thirty (30) days' prior notice if a feature is removed from a plan. Upon a plan downgrade or feature removal, gated features (such as custom reminder schedules, extra locations/providers, discounts, or BreezeDock CRM write access) become dormant / read-only rather than deleted, and existing booked appointments and purchased session credits remain usable under the terms in effect when purchased. 5.4 Promotions, Referrals & Partner Program (FR-242–FR-249, V75). Promotional codes, workspace referrals, and partner commission programs are governed by platform rules in effect at the time of attribution:

  • Self-referrals (including email alias variations) are strictly prohibited and void.
  • A referral qualifies only when the referred Workspace completes the required number of bona fide appointments (default: 10 completed appointments within 60 days of sign-up, from at least 3 different customers or with at least 3 paid through BreezeSlot), subject to an annual reward cap of 10 qualified referrals per rolling 365-day period (granting +55 monthly appointments to a Free referrer, +95 monthly appointments to a Plus referrer (V75), or a billing credit to a Pro or Business referrer).
  • Valenbay may suspend or terminate growth programs prospectively at any time; rewards and commissions already validly earned prior to suspension are honored.

6. Customer Payments, Deposits, Packages & Stripe Connect (FR-250–FR-259, FR-301–FR-310)

6.1 Provider as Merchant of Record (BR-PAY-01, V56–V72). When a Workspace connects a Stripe Connect Express account to collect booking deposits, full prepayments, 23-hour balance/full payment links, late-cancellation fees, no-show fees, or BreezeDock session packages and memberships from Customers, the Workspace Provider is the sole Merchant of Record. Valenbay Holdings LLC acts solely as a software platform, deducts only its applicable platform service fee (application_fee_amount: per-booking fee of Free $0.50, Plus $0.25, Pro $0.15, Business $0.00 in USD, or applicable BreezeDock package/membership percentage fee, capped at 5% of the charge with a $5.00 minimum online charge), and never touches, stores, or processes raw payment card numbers (PCI DSS SAQ A). The flat per-booking service fee is taken once per booking. 6.2 Checkout Hold, Immediate Capture, Refunds & No-Show Fees (FR-252–FR-254, BR-PAY-02, V69).

  • 30-Minute Checkout Hold (FR-252): Selecting a paid booking creates an AWAITING_PAYMENT slot hold for thirty (30) minutes while the Customer completes Stripe Checkout. Payment is captured immediately upon checkout completion.
  • Provider Cancellation or Decline (FR-253, V69): If a Provider cancels a paid appointment, or declines or lets expire a paid PENDING booking, the Customer is automatically refunded in full (100%), with automated platform retry (RefundRetryJob) if the initial refund call fails.
  • Customer Cancellation: Customer-initiated cancellations are governed by the refund cutoff window disclosed by the Provider at the time of booking.
  • Proportional Service Fee Return: When a booking payment is refunded in full or in part, Valenbay returns its platform service fee in proportion to the refunded amount (refund_application_fee = true). Stripe's payment processing fee is not returned by Stripe and is borne by the Provider.
  • No-Show & Late-Cancellation Fees (FR-254): Where enabled, a Provider may charge a no-show or late-cancellation fee on a saved card only if (a) the fee amount and cutoff policy were clearly disclosed at booking, (b) the Customer explicitly checked the consent box to save their payment method for that purpose, and (c) for no-shows, the mandatory post-start waiting period (no_show_wait_minutes) has elapsed. 6.3 Receipts, Chargebacks & Disputes (FR-256, FR-259, FR-301, V67–V68). BreezeSlot emails payment receipts (PAYMENT_RECEIPT) and refund notices (PAYMENT_REFUND_NOTICE) directly to appointment.contact_email_snapshot with the 8-character booking reference (FR-298). The Provider (Merchant of Record) is solely responsible for all customer payment disputes, chargebacks, Stripe dispute fees (V68), and tax obligations (including sales, use, or service taxes) associated with Customer payments. When a dispute is opened, the Platform notifies the Workspace and provides a single-use login link to the Provider's Stripe Express Dashboard (FR-301) so the Provider may respond directly in Stripe; Valenbay never arbitrates disputes or submits evidence on a Provider's behalf. 6.4 BreezeDock Session Packages, Memberships, Client Portal, Video & File Vault (FR-302–FR-310, Release D).
  • (a) Session Credits & Atomic Redemption (FR-302–FR-305): Credits from one-time bundles or recurring memberships are granted to the Customer's ledger only after a verified Stripe webhook and may be redeemed only by a signed-in Client Portal user or Workspace staff (never by an unverified guest typing an email address). Canceling a credit-paid booking before the Workspace cutoff returns the credit; canceling after the cutoff or a no-show consumes the credit unless returned by the Provider (D-5). Bundle credits expire after the disclosed validity_days, and unused membership credits roll over up to one billing period (D-6).
  • (b) Client Portal (FR-306–FR-307): Passwordless magic-link sign-in grants a Workspace-scoped portal session (7 days idle / 30 days maximum, D-14). A Customer blocked by a Workspace may sign in read-only to view existing balances, receipts, and files (D-13).
  • (c) Embedded Video Rooms & File Vault (FR-308–FR-310): Embedded video sessions (via Daily.co, D-8) open 15 minutes before the appointment for the authenticated Provider and Customer only, with recording strictly disabled. Files uploaded to the Client-Provider File Vault (PDF, PNG, JPEG, DOCX, TXT, max 25 MB, D-10) are stored in a private encrypted Cloudflare R2 bucket and served via short-lived presigned links.

7. Data Privacy, CCPA/CPRA Service Provider Role & Retention (FR-219, FR-239–FR-240.1, FR-320, V65)

7.1 Service Provider / Processor Relationship (BR-PRIV-04). Under the California Consumer Privacy Act (CCPA/CPRA), the Texas Data Privacy and Security Act (TDPSA), and similar US state privacy statutes, each Workspace is the "Business" (or "Controller") with respect to its Customers' personal data, and Valenbay Holdings LLC acts strictly as a "Service Provider" (or "Processor"). Valenbay does not sell or share Customer personal information across Workspaces or for third-party cross-context behavioral advertising. 7.2 Consumer Privacy Requests & Immediate-Delete R2 Exports (FR-219, FR-239.1, V65). Verified consumer requests to export (FR-219) or delete (FR-240) personal data are scoped to the specific Workspace and routed to the Workspace Owner's queue for fulfillment within statutory deadlines (45 calendar days, with automated Owner reminders at 15 days remaining, 5 days remaining, and under 24 hours remaining). Privacy export ZIP archives are encrypted in a private US Cloudflare R2 bucket, delivered via a single-use download token, and deleted from R2 immediately upon download (or automatically after 7 days if un-downloaded). 7.3 Two-Phase Deletion vs. Financial Audit Retention (FR-240, FR-320). When a verified privacy deletion is executed:

  • All personal identifiers (name, email, phone snapshots, notes, custom answers, intake forms, session notes, messages, vault files, and customer-location addresses) are permanently scrubbed, and future open appointments are canceled (PRIVACY_DELETION).
  • Statutory Exceptions: (a) Keyed cryptographic hashes (HMAC-SHA256) of contact identifiers are retained solely to enforce STOP opt-outs, email bounce/unsubscribe suppression, and abuse blocks (is_blocked = true); and (b) non-identifiable financial and accounting snapshots (service_price_snapshot, service_name_snapshot, timestamps, credit counts, and ledger totals) are retained for 7 years for US tax and audit compliance. 7.4 Automated Data Lifecycle Purges (FR-240.1). Personal data on completed, canceled, or no-show appointments is automatically scrubbed three (3) years after the appointment end time (and one (1) year after terminal status for declined or expired bookings). Inactive customer profiles are scrubbed after three (3) years of inactivity. Deleted Workspaces enter a 30-day soft-delete recovery window before permanent erasure.

8. Disclaimers, Limitation of Liability & Indemnification

8.1 "AS IS" Disclaimer. THE SERVICES ARE PROVIDED BY VALENBAY HOLDINGS LLC ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. 8.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY TEXAS AND FEDERAL LAW, IN NO EVENT SHALL VALENBAY HOLDINGS LLC, ITS MANAGERS, MEMBERS, TRUSTEES (INCLUDING THE HYOJU FAMILY TRUST), EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, MISSED APPOINTMENTS, SMS/EMAIL DELIVERY DELAYS, OR DATA LOSS. VALENBAY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY THE WORKSPACE TO VALENBAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100.00). 8.3 General Indemnification. You agree to defend, indemnify, and hold harmless Valenbay Holdings LLC from any third-party claims, damages, fines, or expenses arising out of (a) your Workspace services, packages, or interactions with Customers, (b) your violation of these Terms or the AUP, or (c) any content, custom fields, intake forms, files, or notes entered into your Workspace.


9. Governing Law, Venue & Dispute Resolution

9.1 Texas Law. These Terms and the AUP are governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles. 9.2 Exclusive Venue. Any legal suit, action, or proceeding not subject to arbitration shall be instituted exclusively in the federal or state courts located in Dallas County or Tarrant County, Texas, and each party irrevocably submits to the personal jurisdiction of such courts.



PART II: ACCEPTABLE USE POLICY (AUP)

Every Workspace Owner, Manager, Staff member, and Customer using BreezeSlot, BreezeDock, or BreezeCrew must comply with this Acceptable Use Policy ("AUP"). Violation of this AUP is grounds for immediate booking rejection, feature suspension, or Workspace termination without refund.

1. Prohibited Data Categories (Strict Platform Guardrails)

1.1 No Protected Health Information / No HIPAA or Clinical Use (FR-238, BR-PRIV-03, D-2).

  • The Services are designed for non-clinical scheduling, coaching, consulting, tutoring, and training, and must never be used to collect, store, transmit, or process Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), medical diagnoses, mental health therapy notes, prescription records, or clinical treatment data.
  • This prohibition applies across all booking notes, customer notes, custom fields, BreezeDock private and shared session notes (FR-314), intake forms (FR-317), client-provider messages (FR-309), video rooms (FR-308), and file vault uploads (FR-310). Custom field labels and descriptions are automatically screened against a health-term denylist, and Providers may not circumvent this filter in free-text notes or uploaded files.

1.2 No Government Identification Numbers or Sensitive Financial Credentials (FR-207).

  • You must never request, enter, upload, or store Social Security Numbers (SSNs), Individual Taxpayer Identification Numbers (ITINs), Employer Identification Numbers (EINs), driver's license numbers, passport numbers, state ID numbers, bank account/routing numbers, or raw payment card numbers in any custom field, intake form, booking form, message, file vault upload, or note.
  • Inputs matching government ID patterns are automatically rejected by the platform (HTTP 422).

1.3 No Minor Personal Identifiable Information (FR-220.3).

  • You must never collect or store the email address, phone number, street address, date of birth, or school name of any person under 18 years of age in any custom field, intake form, note, file, or customer profile.

2. Messaging, Anti-Spam & Carrier Compliance (CTIA / TCPA / A2P / CAN-SPAM)

2.1 Zero Tolerance for Unsolicited Spam & Cold Lists. You may not use the platform's email, SMS (Toll-Free Number), or WhatsApp features to send unsolicited commercial messages, cold outreach, purchased-list or imported-list blasts, political campaigning, or phishing links. SMS and automated WhatsApp are strictly limited to transactional appointment reminders and waitlist alerts. Any Workspace promotional discount or re-engagement email campaign (FR-298–FR-305, FR-316, FR-318) may be sent only via the Postmark Broadcast stream to Customers who affirmatively checked the marketing consent box (marketing_consent) for that Workspace and have not unsubscribed, and must include the Workspace's valid US physical address (FR-300) and 1-click Unsubscribe link (FR-299). 2.2 Prohibited SHAFT Content. Carrier regulations strictly prohibit transmitting any content related to Sex/adult services, Hate speech, Alcohol, Firearms/weapons, Tobacco/vaping/cannabis/CBD, illegal drugs, gambling, payday loans, debt collection, or deceptive sweepstakes ("SHAFT" categories) over platform SMS, WhatsApp, or email channels. 2.3 Respecting Opt-Outs & Blocks. You may not attempt to message a Customer who has replied STOP, clicked Unsubscribe, or submitted a privacy deletion request by creating duplicate customer records or substituting alternate contact fields. 2.4 WhatsApp Click-to-Chat Links (wa.me — FR-157). Sections 2.1 through 2.3 also apply to conversations initiated via a WhatsApp click-to-chat (wa.me) link provided by the Services (Terms of Service, Section 4.5). Use those links solely to communicate with a Customer regarding that Customer's specific appointment.


3. Prohibited Business Activities & Abuse Prevention

3.1 Illegal or High-Risk Services. You may not use the Services to schedule, promote, or process payments for any unlawful activity, escort/adult services, unlicensed medical or legal practice, counterfeit goods, pyramid schemes, or fraudulent coaching/placement schemes. 3.2 Anti-Evasion & Block Circumvention (FR-108, FR-226.1). Customers whose email identity has been blocked by a Workspace Provider are prohibited from bypassing or attempting to bypass that block using email aliases (such as +tag suffixes or dot variations), disposable email domains, or automated booking scripts. 3.3 Technical Integrity & Security (NFR-SEC-05, NFR-SEC-08, D-10). You may not:

  • Probe, scan, or test the vulnerability of any Valenbay system or attempt to breach multi-tenant or client-portal row-level isolation (NFR-SEC-04);
  • Submit automated, scraped, or bot-generated bookings or inquiries, or flood endpoints beyond configured rate limits or payload limits (1 MB max API request body; 25 MB max File Vault upload of permitted types PDF, PNG, JPEG, DOCX, TXT);
  • Upload CSV/XLSX customer import files containing spreadsheet formula injections (=, +, -, @) or upload executable/malicious files to the File Vault; or
  • Forge headers, manipulate HMAC action tokens (FR-096.1) or portal magic links (FR-306), or impersonate another business or individual.

4. Reporting Abuse & Contact Information (FR-209)

Every Public Booking Page includes a link to report suspected abuse, phishing, or AUP violations directly to Valenbay Operations. You may also contact us regarding legal notices, Terms, or AUP compliance at: