Effective Date: [Jan 2024]

1. ACCEPTANCE OF TERMS

Welcome to SQUAAD! By accessing or using our website, services, or any related applications (collectively referred to as the “Service”), you agree to comply with and be bound by these Terms of Use (“Terms”). If you do not agree with these Terms, please do not use our Service.

2. CHANGES TO TERMS

SQUAAD reserves the right to update or modify these Terms at any time without prior notice. Your continued use of the Service after such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms regularly.

3. ACCOUNT REGISTRATION

To access certain features of the Service, you may need to register for an account. You agree to provide accurate and complete information during the registration process and to update such information to keep it accurate and current.

4. USER CONDUCT

You agree not to:

• Violate any applicable laws, regulations, or these Terms.
• Interfere with the proper functioning of the Service.
• Engage in any activity that may harm, manipulate, or exploit the Service or its users.
• Transmit any viruses, malware, or other malicious code.
• Use the Service for any illegal or unauthorized purpose.

5. USER CONTENT

Some areas of the Service allow Users to post or provide content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User provides, submits, posts, displays, or otherwise makes available on the Service is referred to as “User Content”). We claim no copyright interest in any User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow us and others to access, view, edit, and/or share your User Content in accordance with your settings and this Agreement. SQUAAD has the right (but not the obligation) in its sole discretion at any time to remove any User Content that is shared via the Service.

You agree not to provide User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially, ethnically or socially offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is infringing, illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets) or plagiarizes the work of another; (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; (ix) violates any Governing Authority’s or other entity’s applicable policy, including those policies related to cheating or ethics or recruiting; or (x) contains material that is irrelevant to the use of or subject matter of the Service. You agree and confirm that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, synchronization and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. SQUAAD reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing SQUAAD to disclose personal information of anyone who submits materials that violates these Terms, in accordance with SQUAAD Privacy Policy.

SQUAAD also reserves the right, but is not obligated, to reject and/or remove any User Content, including, without limitation, any User Content that SQUAAD believes, in its sole discretion, violates any of these provisions, any User Content that SQUAAD believes was obtained without the proper permissions and consents, as warranted by you below, or in response to a request by another User or third party or parent or guardian of another User or third party. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade name, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

1. You have the consent of each and every identifiable natural person in the User Content, if any, to use such person’s name, information or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
2. You have obtained and are solely responsible for obtaining all consents as may be required by law to provide any User Content relating to third parties.
3. Your User Content and the use thereof by SQUAAD and other Users as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
4. SQUAAD may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
5. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

SQUAAD takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of providing it, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of User Content. You acknowledge that SQUAAD is a distributor (and not a publisher) of User Content supplied by third parties and other Users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other user of the Services, are those of the respective author(s) or publisher(s) and not of SQUAAD. Neither SQUAAD nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that SQUAAD shall not be liable for any damages you allege to incur as a result of or relating to any User Content. Furthermore, under no circumstances will SQUAAD be liable for any loss or damage caused by your reliance on information obtained through the Service. I is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice, or other content available through the Service.

6. USER CONTENT LICENSE GRANT

By providing or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to SQUAAD a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and the business of SQUAAD (and its successors and affiliates), including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

7. DATA

License Grant to User Data. Certain aspects of the Service allow Users to provide SQUAAD with data or access to other data sources (whether online or otherwise) (“User Data”). By submitting such User Data, or providing SQUAAD with access to such User Data, you expressly grant, and you represent and warrant that you have all rights necessary to grant, all right and licenses to the User Data required for us, our affiliates, our partners and our subcontractors and service providers to use the User Data and to provide the Services, including, without limitation, our consultative services, such as the reconciliation of data from multiple sources. You acknowledge and agree that, subject to applicable laws, we may collect, analyze and use User Data, including data that has been anonymized, aggregated or derived from User Data or tagged with a hashed or masked identifier, as well as data about your access and use of our Services, for the purpose of providing, operating, analyzing, and improving our Services or offering or enabling other services.

Your Responsibilities. In connection with User Data, as of the date you accepted this Agreement and throughout the term of this Agreement, you represent, warrant and agree that:

1. You have obtained such User Data lawfully, and such User Data does not and will not violate any applicable laws or a third party’s proprietary or intellectual property rights;
2. You shall not provide any User Data or content that contains bank account information, credit or debit card information, personal information collected from children under 13, social security numbers, or health or medical information, except in designated areas of the Service which permit the receipt of such sensitive data elements. Such data may not be submitted or stored by SQUAAD without the explicit consent of SQUAAD, and SQUAAD reserves the right to delete or anonymize such data if discovered stored in an unauthorized location within the Service or to tag such data with hashed or masked identifier;
3. You are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data that you share with us under this Agreement;
4. We may exercise the rights to User Data provided by you under this Agreement without liability or cost to any third party; and
5. User Data provided by you complies with the terms of this Agreement.

8. MOBILE SOFTWARE

We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. SQUAAD does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. SQUAAD hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one SQUAAD account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that SQUAAD may from time-to-time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and SQUAAD or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. SQUAAD reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Software will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the SQUAAD Service.

1. Mobile Software from iTunes. The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and SQUAAD, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to SQUAAD as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to SQUAAD as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, SQUAAD, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and SQUAAD acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third-party beneficiary thereof.
2. Mobile Software from Google. The following applies to any Mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and SQUAAD only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) SQUAAD, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Google-Sourced Software of SQUAAD.

9. OUR PROPRIETARY RIGHTS

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “SQUAAD Content”), and all Intellectual Property Rights related thereto, are, as between you and SQUAAD, the exclusive property of SQUAAD and its licensors (including other Users who provide User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SQUAAD Content. Use of the SQUAAD Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SQUAAD under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SQUAAD does not waive any rights to use similar or related ideas previously known to SQUAAD, or developed by its employees, or obtained from sources other than you.

10. SQUAAD PROPERTY

The Service contains data, information, and other content not owned by you, such as reputational or status indicators and/or fictional property representing virtual achievements (for instance, trophies, points, or powers) (“SQUAAD Property”). You understand and agree that regardless of terminology used, SQUAAD Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at the sole discretion of SQUAAD. SQUAAD Property is not redeemable for any sum of money or monetary value from SQUAAD at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of SQUAAD on SQUAAD servers, including without limitation any data representing or embodying any or all of your SQUAAD Property. You agree that SQUAAD has the absolute right to manage, regulate, control, modify and/or eliminate SQUAAD Property as it sees fit in its sole discretion, in any general or specific case, and that SQUAAD will have no liability to you based on its exercise of such right. All data on the servers of SQUAAD are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON THE SERVERS OF SQUAAD, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN THE SOLE DISCRETION OF SQUAAD, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. SQUAAD DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON SQUAAD’S SERVERS.

11. PAID SERVICES

1. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms posted in connection with the applicable Service, as such terms may be updated from time to time. SQUAAD may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement. If you object to such a change in the fees, you may terminate the service affected by the change in pricing prior to the date the new charge takes effect.
2. Cancellation; No Refunds. It is your sole responsibility to terminate your SQUAAD account or any paid subscription. You may cancel your SQUAAD account at any time; however, there are no refunds for cancellation. In the event that SQUAAD suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any SQUAAD Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
3. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You must provide current, complete and accurate information for your billing account and promptly update all information to keep such information current, and you must promptly notify SQUAAD if your payment method is canceled (e.g., for loss, theft, or expiration) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

12. INTELLECTUAL PROPERTY

All content on the Service, including but not limited to text, graphics, logos, images, and software, is the property of SQUAAD or its licensors and is protected by intellectual property laws. You may not use, reproduce, distribute, or create derivative works based on this content without explicit permission.

13. DISCLAIMERS

The Service is provided on an “as is” and “as available” basis. SQUAAD makes no warranties, expressed or implied, regarding the Service’s accuracy, completeness, reliability, or suitability for a particular purpose.

14. LIMITATION OF LIABILITY

SQUAAD, its affiliates, and its partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

15. TERMINATION

SQUAAD reserves the right to terminate or suspend your access to the Service at any time, with or without cause, and with or without notice.

16. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of Florida, without regard to its conflict of law principles.

17. CONTACT INFORMATION

For questions or concerns regarding these Terms, please contact us at hello@trysquaad.com.

Thank you for using SQUAAD!