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  • Squadhelp Services Agreement

  • The use of the online services provided by Squadhelp Inc. — is governed by the terms and conditions set out below (“this Agreement”). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.

    1. 1. Definitions and Interpretation

      1. 1.1 In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:

        Squadhelp Credits
        means Dollar Credits issued to winning Contestants
        Squadhelp
        means Squadhelp Inc. 
        Squadhelp.com
        means the Squadhelp website and underlying software and infrastructure which permits the holding of Design Contests
        Amendment Date
        has the meaning given in clause 17.1
        Bonus Credits
        means credits with Squadhelp which may be exchanged for certain goods and services offered by Squadhelp but which cannot be redeemed for cash
        Customer
        means a person who hosts a Contest for one or more Contestants to submit an Entry to fulfil the requirements of the person's Contest Brief
        Customer Payment
        has the meaning given in clause 7.3(a)
        Naming or Marketing Project
        means the act of identifying a business or website name or other marketing initiative which a Customer engages a Contestant to submit
        Contest Brief
        means a Customer's requirements for their Design Project
        Entry
        means a proposed name, article, advice, video or marketing traffic submitted by a Contestant as part of a Contest
        Contest
        means a tender held by a Customer to invite one or more Contestants to submit Entries for the provision of a Project to the Customer. The winner(s) of the Contest will be the successful tenderer(s). For the avoidance of doubt, more than one Contestant may win a Contest
        Contestant
        means a person who elects to participate in a Contest to submit an Entry in response to a Customer's Contest Brief
        Contestant Fee
        has the meaning given in clause 7.3(a)(i)
        Dollar Credits
        means credits for the purchase of goods or services from Squadhelp, which may be redeemed for US dollars or other currencies
        Guaranteed Contest
        means a Contest held by a Customer whereby the Customer guarantees that they will choose a winning submission for their Contest
        Indemnified
        has the meaning given in clause 15
        Intellectual Property Rights
        means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, submissions and plant breeder rights, whether or not such rights are registered or able to be registered
        IP Transfer Agreement
        means the document by that name (or a similar name) which sets out a default set of terms and conditions governing the separate agreement between the Customer and Contestant described in clause 6
        Personal Information
        has the meaning given in clause 10.1
        Prepaid Contest
        means the default Contest type offered by Squadhelp and is a Contest which is not a Guaranteed Contest
        Services
        means the services provided by Squadhelp which are described in clause 2
        Stock Images
        means images, logos or other artistic works which may be purchased from a third party website or directly from a third party
        Taxes
        means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement
        Third Party Work
        means any image, logo, artistic work, literary work or other item or thing (including a Stock Image) in which the Intellectual Property Rights are owned by a Third Party
        User Account
        means an online account with Squadhelp which enables you to use Squadhelp.com

      2. 1.2 In the interpretation of this Agreement, unless the contrary intention appears:

        1. a reference to this Agreement means a reference to an agreement between you and Squadhelp on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;
        2. the words “includes” or “including” mean “includes without limitation” or “including without limitation”;
        3. a reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;
        4. the singular includes the plural and vice versa;
        5. a reference to any gender includes a reference to all other genders;
        6. a reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;
        7. an agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;
        8. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
        9. headings are inserted for convenience only and do not affect the interpretation of this Agreement.

    2. 2. Services Offered by Squadhelp

      1. 2.1 Squadhelp provides an online service, in accordance with and subject to, the terms and conditions of this Agreement, whereby (“Services”):

        1. Customers may, by way of a Contest, tender their naming or marketing project for submission by Contestants (in which case, pursuant to clause 7, Customers will make an upfront payment of the Customer Payment at this time);

        2. Contestants may bid for the tender to submitting Entries to a Customer;

        3. Upon a successful Entry being chosen:

          1. Squadhelp effects the delivery of the successful Entry to the Customer; and
          2. Squadhelp separately pays each Contestant for their successful Entry.

      2. 2.2 You, as a user of the Services, may use the Services in the capacity as a Customer, Contestant or both a Customer and a Contestant. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities.

    3. 3. Creating a User Account to Use the Services

      1. 3.1 Creating a User Account

        1. You agree to create a User Account with Squadhelp in order to use the Services.
        2. Your User Account will be created using Squadhelp’ online sign up process, or any other method specified by Squadhelp from time to time.
        3. Your User Account will permit you to login to Squadhelp.com to manage your User Account, make use of Squadhelp.com and to manage other details involving your relationship with Squadhelp.
        4. You agree to keep confidential and secure any username or password used to access your User Account.
        5. You warrant that all information provided to Squadhelp in the setup of your User Account is true and correct in every detail.
        6. You agree to only maintain one User Account in relation to your use of the Services and Squadhelp.com.
        7. You agree to provide Squadhelp with all identification documents (including copies of passports and drivers licences) which Squadhelp requests from you from time to time for the purposes of verifying your identity.

      2. 3.2 Use of your User Account and Squadhelp.com

        You agree that you will only use your User Account and Squadhelp.com for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing Squadhelp.com, you will not:

        1. resell or sublicense the use of Squadhelp.com or your User Account to any other person;
        2. use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
        3. use your User Account to stalk or harass another person;
        4. use your User Account to impersonate any person in any way whatsoever;
        5. use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
        6. use your User Account for sending advertising, chain letters, junk mail, “spamming” or any other type of unsolicited email;
        7. forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services;
        8. use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
        9. use your User Account in such a way which damages Squadhelp.com or denies access to Squadhelp.com to other users of Squadhelp.com;
        10. intentionally or recklessly use your User Account in a way that degrades the performance of Squadhelp.com for other users; and
        11. cancel a Contest initiated by you for the purpose of contracting separately with a Contestant you meet through Squadhelp.com which results in you avoiding paying Squadhelp any Customer Payment or any fees and charges of Squadhelp. In these circumstances, without limiting Squadhelp remedies against you, Squadhelp may recover its lost fees and charges and the Customer Payment from you by suspending your User Account and/or deducting its loss from any Squadhelp Credits in your User Account.

    4. 4. Hosting a Contest

      1. 4.1 When This Clause Applies

        This clause 4 will apply if you use the Services in the capacity as a Customer.

      2. 4.2 Hosting a Contest

        1. You may, as a Customer, host a Contest for the provision of a Naming, Marketing or Design Project. A Contest is hosted using Squadhelp.com.

        2. To host a Contest, you, as a Customer must, via Squadhelp.com:

          1. choose the type of Contest you wish to hold. The types of Contests available will be determined by Squadhelp from time to time. As at the date of this Agreement, a Contest will by default be a Prepaid Contest, unless you, as the Customer, with the express approval of Squadhelp, select that the Contest is a Guaranteed Contest;
          2. advertise your Contest Brief to Contestants;
          3. specify the total Customer Payment you wish to pay for the Naming or Marketing Project (which will need to be greater than a minimum amount specified by Squadhelp from time to time);
          4. specify how long the Contest will be open for (subject to any maximum period specified by Squadhelp from time to time);
          5. specify any other details relating to the Contest as required from time to time by Squadhelp; and
          6. pay Squadhelp the Customer Payment in accordance with clause 7.

      3. 4.3 Squadhelp's obligations to Customers who host Contests

        If you, as a Customer, host a Contest, then:

        1. Squadhelp will, via Squadhelp.com, invite Contestants to enter the Contest to bid to submit  Entries as required by your Contest Brief. Such Contestants will be engaged and invited by Squadhelp, to submit Entries to you. The actual Contestants who are invited to enter the Contest will depend on the type of Contest you select;

        2. Squadhelp will deliver Entries which it receives from Contestants to you via Squadhelp.com.

      4. 4.4 Customer's obligation to choose a winning Entry

        1. If you, as a Customer, hold a Contest, then you must, by a certain time specified by Squadhelp, select a winning Entry as the winner of your Contest. If you fail to choose a winning Entry in accordance with this clause then:

          1. your Customer Payment will be retained by Squadhelp and, notwithstanding clause 7.3(c), the Contestant Fee will then be paid to a Contestant selected by Squadhelp; and
          2. you as the Customer, will however have no right to a refund

      5. 5. Using the Services as a Contestant

        1. 5.1 When this clause applies

          This clause 5 applies when you use the Services in your capacity as a Contestant.

        2. 5.2 Participating in Contests

          1. You will have the opportunity to participate, as a Contestant, in Contests hosted by Customers.

          2. Contests will be advertised by Squadhelp via Squadhelp.com. As a Contestant, you may elect to participate in a Contest via the methods available in Squadhelp.com and otherwise specified by Squadhelp from time to time.

        3. 5.3 Submitting Entries

          1. To participate in a Contest as a Contestant, you must submit one or more Entries to the Contest being hosted by a Customer. The Entry, as submitted, must meet the Customer's Contest Brief.

          2. The Entry must be submitted via Squadhelp.com and/or using any methodology or technology specified by Squadhelp from time to time.

          3. If you, as a Contestant, submit an Entry:

            1. you undertake and warrant that the Entry will not infringe or be a derivative of the Intellectual Property Rights of a third party nor will it be a derivative of any Entry submitted to Squadhelp.com by another Contestant;
            2. your Entry must not include a Third Party Work unless the inclusion of the Third Party Work is authorised by Squadhelp policies relating to the use of Third Party Works (as those policies exist from time to time);

        4. 5.4 Being chosen as the winning Entry

          If your Entry is selected by a Customer as a winning Entry, then:

          1. once the Customer has confirmed its acceptance of the winning Entry, Squadhelp will pay you, as the Contestant, the Contestant Fee in accordance with clause 7.

        5. 5.5 No guarantee of winning a Contest or being included

          You acknowledge and agree that as a Contestant:

          1. you may not have the ability to enter each and every Contest;

          2. Squadhelp or a Customer may restrict your ability to enter any one Contest and/or invite only specific Contestants to a Contest; and

          3. Squadhelp has not made any representation or warranty that you will win any minimum number of Contests or earn any income, or any minimum amount of income, from entering Contests.

      6. 6. Separate Agreement between Contestants and Customers

        1. 6.1 Once a Customer selects a winning Entry, the Customer and the Contestant will be deemed to have entered into a separate binding agreement in relation to the provision of the Design and the Customer's rights in relation to the Design. Squadhelp and its third party providers will not be a party to this separate agreement and will have no liability whatsoever in relation to the performance or failure to perform of a Customer or Contestant under the terms of the separate agreement.

      7. 7. Payments

        1. 7.1 Squadhelp Credits

          1. There are two types of Squadhelp Credits:

            1. Dollar Credits; and
            2. Bonus Credits.

          2. Each Dollar Credit is equivalent to one United States dollar.

          3. Bonus Credits are not equivalent to any currency. They may however be used to purchase or obtain discounts on certain specified goods and services from Squadhelp.

          4. Squadhelp Credits are not legal tender and cannot be traded or sold to third parties. Squadhelp Credits are only exchangeable for goods and services provided by Squadhelp in accordance with pricing and rules specified by Squadhelp from time to time.

          5. Any Dollar Credit which includes a fraction of a cent may be truncated by Squadhelp down to the nearest whole number.

          6. The balance of any Squadhelp Credits held by you may be reduced at any time by Squadhelp for any amount owing by you to Squadhelp on any account whatsoever including in relation to compensating Squadhelp for any loss that it determines (in its sole and absolute discretion) it has suffered as a result of any breach of this Agreement by you.

        2. 7.2 Converting Dollar Credits to amounts payable to you

          1. You may at any time, convert Dollar Credits which you hold in your User Account to US dollars or any other currency permitted by Squadhelp.com and request payment of those amounts to you. Any such payments will be made via the payment method nominated by you in your User Account. Any such payment by Squadhelp to you may be reduced by any amount owing by you to Squadhelp on any account whatsoever and may also be reduced by any related administration fees and charges imposed by Squadhelp from time to time.

          2. Any payment to you in a currency other than US dollars will be made at an exchange rate determined by Squadhelp in its sole discretion. You will bear all risk in relation to any loss you may make as a result of the exchange of US dollars to another currency.

          3. Any withdrawal of Dollar Credits in accordance with this clause may be subject to minimum or maximum withdrawal amounts specified by Squadhelp from time to time.

          4. Squadhelp may refuse to permit you to withdraw Dollar Credits where it considers that as at the date of withdrawal you are in breach of this Agreement or Squadhelp considers that you or another Customer or Contestant who is a party to the separate agreement described in clause 6 is in breach of the terms of that agreement.

        3. 7.3 The amount payable by a Customer

          1. When you, as a Customer, set up a Contest, you will pay Squadhelp a total amount ("Customer Payment") which is comprised of:

            1. the price or portion of the Customer Payment which will be paid to the Contestant for their winning Design awarded through your Contest ("Contestant Fee");
            2. any fees and charges imposed by Squadhelp;
            3. fees and charges imposed by a third party on Squadhelp in respect of the Contest;
            4. any Taxes which may be levied on the provision of the Design to you;
            5. any Taxes which may be levied on the provision of any other goods or services by Squadhelp; and
            6. any portion of the Customer Payment retained by Squadhelp after deduction or payment of the above amounts.

          2. The total amount of the Customer Payment will be specified by you under clause 4.2(b) when you submit an Entry Contest.

          3. If you, as a Customer, select more than one Entry as a winning Design for your Contest, then the Customer Payment payable by you will be increased by:

            1. the amount of the Contestant Fee in respect of each winning Design chosen by you (which will be the same for each winning Contestant); and
            2. any applicable fees and charges imposed by Squadhelp (as they exist from time to time).

        4. 7.4 How is the Customer Payment paid?

          The Customer Payment is paid using either Squadhelp Credits and/or any other method of payment which is specified by Squadhelp from time to time which may include credit card, PayPal, direct debit, or telegraphic transfer. If Squadhelp Credits are used for payment, then Squadhelp may specify a maximum number of Squadhelp Credits (which may be zero) which may be used towards payment.

        5. 7.5 What amounts are paid to Contestants?

          1. If you, as a Contestant, win a Contest, then Squadhelp will pay you the amount of the Contestant Fee (minus any applicable administration or payment handling fees).

          2. The Contestant Fee will be paid to you in Squadhelp Credits but may be reclaimed by Squadhelp if any refund is payable to the Customer under clause 8. You may redeem Squadhelp Credits into cash as described in clause 7.2.

        6. 7.6 Expiry of Squadhelp Credits

          1. The balance of Dollar Credits held by you will expire 12 months from the date that you last spent any Dollar Credits to purchase any goods or services from Squadhelp. Balances of your Dollar Credits which are not spent within this 12 month period are lost.

          2. The balance of Bonus Credits held by you will expire 48 months from the date that you last spent any Bonus Credits to purchase any goods or services from Squadhelp. Balances of your Bonus Credits which are not spent within this 48 month period are lost.

        7. 7.7 Squadhelp is not an escrow service

          Squadhelp is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Squadhelp are property of Squadhelp and Squadhelp may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Squadhelp are as set out in this clause 7 or under clause 8.

      8. 8. Processing of Refunds

        1. 8.1 How refunds are paid

          If Squadhelp issues you a refund, that refund will be paid to you using the same payment methods you used to remit the Customer Payment to Squadhelp as described in clause 7.1(b) or via any other method Squadhelp chooses from time to time.

        2. 8.2 Withdrawn Contests

          Subject to clause 4, if you, as a Customer, are permitted to, and do withdraw a Contest, then you may be refunded any amount of the Customer Payment paid in respect of the Contest.

        3. 8.3 Squadhelp money back guarantee for Prepaid Contests

          1. If you as a Customer, host a Contest, then you may seek a refund of the Customer Payment paid by you at any time up to 20 days after the date of the Customer Payment but only if:

            1. a successful Entry was not chosen by you; and
            2. the number of total Entries received for your contest is less than the number of entries guaranteed by Squadhelp.Please note that certain type of contests do not qualify for a minimum number of entry guarantee.

          2. For the avoidance of doubt the money back guarantee described in this clause 8.3 does not apply to Guaranteed Contests.

          3. Any listing fees paid for hosting a contest are not refundable. Only the award amount qualifies for a money back guarantee.

        4. 8.6 Other circumstances in which a refund may be paid

          1. Squadhelp may refund an amount paid by a Customer in respect of a Design supplied by a Contestant if:

            1. Squadhelp is required by law or considers that it is required by law to do so;
            2. Squadhelp determines that issuing a refund to the Customer will avoid any dispute or increased costs to Squadhelp;
            3. Squadhelp issues the refund to the Customer in accordance with any refund policy specified by Squadhelp from time to time;
            4. the order placed by the Customer is found to be fraudulent;
            5. the Customer placed a duplicate order in error; or
            6. in Squadhelp’s sole opinion, Squadhelp considers that it is likely that the refund is necessary to avoid a credit card charge back.

          2. Squadhelp's determination as to whether a refund is required by this clause 8.6 is final and conclusive and may not be challenged by you.

      9. 9. Suspension of the Services

        1. 9.1 Without limiting Squadhelp’s other rights arising under this Agreement, Squadhelp may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:

          1. Squadhelp considers that you have breached any of your obligations to Squadhelp under this Agreement;

          2. Squadhelp considers that:

            1. you are using your User Account in bad faith;
            2. you have colluded in relation to the awarding of a winner in a Contest or awarding a separate User Account held by you as the successful Contestant in a Contest; or
            3. you and a Contestant in a Contest are not dealing on an arms length basis.;

          3. you are using the Services to participate in a Contest (either as Customer or Contestant), which in Squadhelp’s sole and absolute opinion is offensive, immoral, unethical or is likely to bring Squadhelp into disrepute;

          4. you are using your User Account or the Services for illegal or fraudulent means or in a manner which Squadhelp in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable; or

          5. in Squadhelp’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Squadhelp’s servers or Squadhelp’s other services.

        2. 9.2 You agree:

          1. Squadhelp may suspend the Services where permitted under clause 9.1 at any time including without limitation, during or after a Contest;

          2. Squadhelp’s suspension of the Services may, in Squadhelp’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and

          3. Squadhelp may in its sole discretion reactivate the Services and your User Account for you at any time following their suspension.

        3. 9.3 For the avoidance of doubt, you may not make withdrawals of, or spend any Squadhelp Credits during any period of suspension of your User Account. Further Squadhelp may in its discretion retain the balance of all Squadhelp Credits in your account towards compensating Squadhelp for any loss and damage it may have suffered as a result of your breach of this Agreement which lead to the User Account suspension.

           

      10. 10. Privacy

        1. 10.1 Squadhelp will collect your personal information including your name, contact details and payment details (including, without limitation, credit card details) (“Personal Information”). All Personal Information will be handled, used, maintained and disclosed by Squadhelp in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time.

        2. 10.2 You agree that you will only use the Personal Information of other Customers or Contestants for the purposes of this Agreement and for the purposes of interacting with them in relation to Contests. Unless separately agreed between you and another Customer or Contestant, you must not use their Personal Information for any other purpose.

        3. 10.3 You warrant to Squadhelp and its third party providers that you will comply with all privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) in relation to the storage, use and transfer of Personal Information.

      11. 11. Relationship of the Parties

        1. 11.1 Squadhelp is an independent service provider to you and is not your partner, employee or agent. You do not have the power to bind Squadhelp in relation to any obligation owing to a third party.

        2. 11.2 You agree that by entering a Design Contest (either as Customer or Contestant) that Squadhelp, in providing the Services and your access to Squadhelp.com, is providing a platform for you to enter into a separate agreement with other Customers or Contestants (as the case may be). Squadhelp is not a party to that separate agreement and is not responsible for any act or omission of the other parties to that separate agreement.

      12. 12. Your General Obligations

        You agree that:

        1. 12.1 you will not use the Services for any illegal or fraudulent purpose or for any purpose other than holding or entering into Contests as a Customer or Contestant;

        2. 12.2 you will comply with all laws which must be complied with in relation to a Contest or the supply of a Design;

        3. 12.3 you will comply with any export restrictions which may apply to the export or import of Entries or other Intellectual Property Rights to locations inside or outside Australia or the territory in which you are located;

        4. 12.4 you warrant that you will not, by engaging Squadhelp to provide the Services, place Squadhelp in breach of any law or obligation owing to a third party;

        5. 12.5 you will not undertake any act or cause any omission which will bring Squadhelp, its brand or other Customers and Contestants into disrepute;

        6. 12.6 you will not use the Services in a manner that may lead to the suspension of the Services under clause 9.1; and

        7. 12.7 you will provide Squadhelp with all information requested by Squadhelp which Squadhelp requires to provide the Services.

      13. 13. Term and Termination

        1. 13.1 This Agreement will commence on the date that you first create a User Account with Squadhelp and will terminate at the later of the date that:

          1. the User Account is terminated or closed; or

          2. you otherwise cease using the Services.

        2. 13.2 If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, you will again become bound by this Agreement at that time.

           

        3. 13.3 This Agreement and your User Account may be terminated by Squadhelp at any time for any reason whatsoever with or without notice to you.

        4. 13.4 This Agreement may be terminated by a party immediately on written notice to the other party if:

          1. the other party is in default or breach of this Agreement; and

          2. the party has provided the defaulting party with 7 days written notice of the default or breach and where the breach or default is capable of rectification, the defaulting party fails to rectify the breach or default within the period of the notice.

        5. 13.5 Upon the termination of this Agreement:

          1. Squadhelp will, within a time period determined by Squadhelp, withdraw the use of the Services from you;

          2. any Bonus Credits you hold will be cancelled immediately;

          3. you may redeem any Dollar Credits held by you to US dollars pursuant to clause 7. Squadhelp may however withhold a reasonable portion of any amount payable to you (with such amount to be determined by Squadhelp in its sole discretion) on account of credit card charge backs, refunds, payments due to third parties on your behalf or other costs and expenses which may be incurred by Squadhelp following termination (including as a result of a breach by you); and

          4. within 12 months following termination of this Agreement, Squadhelp will pay to you the amount withheld under clause 13.5(c) less any portion of that amount used by Squadhelp to satisfy refunds, credit card charge backs, payments due to third parties or other costs and expense incurred by Squadhelp either before or after termination.

        6. 13.6 Clauses 8, 10, 11, 13.5, 14, 15 and 16 will survive the termination of this Agreement.

      14. 14. Limitation of Liability and Implied Terms

        1. 14.1 You acknowledge that Squadhelp and its third party providers have made no warranties that the Services will be error free.

        2. 14.2 You agree that Squadhelp and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Squadhelp complying with its obligations under this Agreement where such failure or delay has a arisen as a direct or indirect result of:

          1. fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;

          2. denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;

          3. a significant demand is placed on Squadhelp's services which is above the usual level of demand and which results in a failure of Squadhelp's software and hardware to function correctly;

          4. the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Squadhelp; or

          5. any other circumstances or event similar to the above which are beyond the reasonable control of Squadhelp.

        3. 14.3 You acknowledge and agree that Squadhelp and its third party providers shall have no liability or responsibility to you whatsoever for any unauthorised withdrawals or unauthorised spend of your Squadhelp Credits where such withdrawal or spend arises from:

          1. any of the events described in clause 14.2; or

          2. any unauthorised use or access of your User Account or Squadhelp.com.

        4. 14.4 You acknowledge and agree that Squadhelp and its third party providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Squadhelp under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 14.7 and 14.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.

        5. 14.5 Subject to clauses 14.7 and 14.8, you agree that Squadhelp and its third party providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether as a result of any breach or default by, or any negligence of, Squadhelp or its third party providers.

        6. 14.6 The maximum liability of Squadhelp under this Agreement for any and all breaches of this Agreement and for any negligence in relation to this Agreement, will not exceed the lesser of:

          1. the amount of the Customer Payments paid for the Services by you; or

          2. the total amount of the Contestant Fee received by you.

        7. 14.7 If the Trade Practices Act 1974 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by legislation, the liability of Squadhelp is limited, at the option of Squadhelp, to:

          1. in the case of goods, any one or more of the following:

            1. the replacement of the goods or the supply of equivalent goods;
            2. the repair of the goods;
            3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
            4. the payment of the cost of having the goods repaired; and

          2. in the case of services:

            1. the supplying of the services again; or
            2. the payment of the cost of having the services supplied again.

        8. 14.8 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Squadhelp will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.

      15. 15. Indemnity

        You indemnify Squadhelp, its agents, officers, employees, and third party providers (“Indemnified”) against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which any of the Indemnified suffer or incur as a direct or indirect result of:

          1. any breach by you of any representation, warranty or term of this Agreement;

          2. any acts or omissions by you which are described in clause 9.1;

          3. any breach by you of your obligations to a third party, including another Customer or Contestant;

          4. any infringement by you of the Intellectual Property Rights of a third party; and

          5. any legal proceedings threatened or initiated against Squadhelp by a third party as a result of the events described in clause 15(a) to (d) above.

      16. 16. Intellectual Property

        1. 16.1 You acknowledge that Squadhelp is the owner of all Intellectual Property Rights which subsist in your User Account and Squadhelp.com (but not your Entries). You acknowledge that you have no Intellectual Property Rights in your User Account or in Squadhelp.com.

        2. 16.2  When you submit content to the Site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with the Site, in any media known now or in the future.

          Subject to and conditioned on compliance with this Agreement, we grant you a limited license to access and to use the Site for the purpose of buying and selling the services offered by creatives.

          You cannot and must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content found on squadhelp.com in any way for any public or commercial purpose without our prior written consent or the consent of the rights holder. Unless you are otherwise lawfully entitled to do so, you cannot and must not use any content found on the Site on any other site, in a networked computer environment, or in any medium, for any purpose except your own internal viewing. You agree that you will not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by law.

          The Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by us, in writing.

        3. 16.3 You acknowledge that the ownership of the Intellectual Property Rights in Entry provided pursuant to a Contest will be set out in the separate agreement described in clause 6 between the Customer and the Contestant.

        4. 16.4 You acknowledge and agree that:

          1. subject to clause 8.5, Squadhelp will not act as a moderator or adjudicator in relation to any claim by you or another third party that a Entry or other content submitted to Squadhelp.com infringes any Intellectual Property Rights owned by you or a third party;

          2. Squadhelp will not be liable or responsible for any breach by a Contestant or Customer of any Intellectual Property Rights held by a third party in relation to any Contest, Entry or other use of Squadhelp.com; and

          3. notwithstanding the above, Squadhelp may at any time remove any content, Third Party Work or Entries from Squadhelp.com which Squadhelp determines, in its sole and absolute discretion, may infringe the Intellectual Property Rights of a third party.

      17. 17. Miscellaneous

        1. 17.1 Squadhelp may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you (“Amendment Date”). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or Squadhelp.com after the Amendment Date.

        2. 17.2 Unless otherwise requested in writing by you, Squadhelp may use your corporate identity (if applicable) as part of promoting the Services and Squadhelp in the market place.

        3. 17.3 Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:

          1. in the case of a notice delivered by hand, when so delivered;

          2. in the case of a notice sent by prepaid post, on the third day after the date of posting;

          3. in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or

          4. in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient.

        4. 17.4 This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

        5. 17.5 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

        6. 17.6 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

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