Last Updated: October 7, 2011

This is an Agreement between you and Squadhelp, Inc. (Squadhelp), and this Agreement governs both your legal rights with regards to Squadhelp the business as well as your use of our Website, www.Squadhelp.com.  We may amend this Agreement at any time by posting the amended terms on our Website.  We may post notices about such changes on our Website when they occur.   Any changes to this Agreement become effective at the time as specified in the notice.

This Agreement is governed by the Electronic Signatures in Global and National Commerce Act (ESIGN Act).  THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMITS OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING AND/OR BROWSING OUR WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT USE, ACCESS AND/OR BROWSE IT FURTHER.

This Agreement is effective on October 7, 2011 and your continued use of the Site after such time will signify your acceptance of this Agreement.

1.    Definitions

2.    Legal relationships and obligation of parties

2.1 Squadhelp Provides a Venue.

The Site is an online venue where buyers post projects for creative services, Members submit actual works in response to the buyer's requirements, and buyers choose the entry(s) they like. In providing an online venue ("Services"), we do not source (except for us, where this is expressly stated in the project) or deliver projects or entries.

2.2 Contracts Between Buyers and Creatives.

By registering as a member, you acknowledge and agree that you contract directly with other members to buy or sell services. Creatives are not required to participate in the project posted by the Customer.

a) By submitting entries to a project, Creatives agree that if their entry is selected, they will be entering into a binding agreement with that Customer, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:

http://www.squadhelp.com/IPTransferAgreement

b) When a buyer selects a winning creative, the buyer agrees to purchase, and the creative agrees to deliver, the creative's services in accordance with the terms of the Intellectual Propoerty Transfer Agreement and this Agreement. The buyer agrees to select the winning design or written entry within seven (7) days after the project ends. The buyer further agrees that it would be unfair if no creative received the award(s) offered by the buyer due to the buyer abandoning the project. Therefore, if the buyer does not select the winning design or written entry, the buyer agrees that Squadhelp, after thirty (30) or more days have passed following the project end date, may select the winning design or written content and pay the award(s) on behalf of the buyer. Buyers who request a refund of charges that are refundable under Squadhelp's money back guarantee must request such refund within 7 days after their project end date.

You covenant and agree to act in good faith and engage in fair dealing in connection with the Intellectual Property Transfer Agreement. Additionally, you acknowledge and agree that the value, reputation, and goodwill of Squadhelp depends in part on your performance of your covenants and agreements. You further agree that we have the right to take such actions, including without limitation suspension, termination, or legal actions, as we in our sole discretion deem necessary to protect the value, reputation, and goodwill of Squadhelp.

2.3 Taxes and Reporting. Each member is solely responsible for satisfying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of services provided by creatives, from and by independent contractors.

2.4 No Agency. No agency, franchise, partnership, joint-venture, or employee-employer relationship is intended or created by this Agreement.

2.5 Links To Third Party Content. You may find on the Site links to other sites. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links at your own risk and expressly relieve us from any and all liability arising from your use of any third-party website.

2.6 User entries. You shall be solely responsible for your own entries and all content you post on the Site, and the consequences of posting or publishing entries or content. When uploading entries or comments to the Site, you affirm, represent and/or warrant that: you own or have the necessary licenses, rights, consents and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your entries of content, to enable inclusion and use of your entries and content in the manner contemplated on the Site and in this Agreement.

3.    Your User Account

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

Member Conduct
You agree that you will only use your User Account and our Website for the purposes of using the Services and for no other purpose. In particular, you will abide by the following terms, of which failure to do so may result in your User Account being terminated:
A.    resell or sublicense the use of our Website or your User Account to any other person;
B.    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;
C.    use your User Account to stalk or harass another person;
D.    use your User Account to impersonate any person in any way whatsoever;
E.    use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
F.    use your User Account for sending advertising, chain letters, junk mail, “spamming” or any other type of unsolicited email;
G.    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;
H.    use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
I.    use your User Account in such a way which damages our Website or denies access to our Website to other users of our Website;
J.    intentionally or recklessly use your User Account in a way that degrades the performance of our Website for other users;
K.   cancel a Contest with the intent to take a Creative’s Entry without the intention of paying for itand
L.    cancel a Contest initiated by you for the purpose of contracting separately with a Creative you meet through our Website which results in you avoiding paying Squadhelp any Customer Payment or any fees and charges of Squadhelp.
M.  maintain more than one active account at Squadhelp

4.    Contests

Customers - Hosting a Contest

You may, as a Customer, host a Contest for the provision of a Naming, Marketing or Design Project.  To host a Contest, you will use our Website to:
A.    choose the type of Contest you wish to hold according to the types of Contests available on the Website at that time (by default, a Contest will be Prepaid Contest, unless you, with the express approval of Squadhelp, select that the Contest is a Guaranteed Contest);
B.    advertise your Contest to Creatives;
C.    specify the total Customer Payment you wish to pay for the Contest, which must conform with Contest Guidelines;
D.    specify how long the Contest will be open for (subject to any maximum period specified by Contest Guidelines);
E.    specify any other details relating to the Contest as required from time to time by Squadhelp; and
F.    pay Squadhelp the Customer Payment.

Customers - Squadhelp's Duties for a Contest
Squadhelp will, via our Website, invite Creatives to enter the Contest to submit Entries as required by your Contest. The actual Creatives who are invited to enter the Contest will depend on the type of Contest you select.  Squadhelp will deliver Entries that we receive from Creatives to you via our Website.

Customers - Choosing a Winner
Upon completion of your contest, you will be required to chose a winner for your contest.  .  If you fail to choose a winning Entry within 7 days of the end of the Contest, Squadhelp will retain your Customer Payment and will award the Contest Prize to a Creative of Squadhelp’s sole choosing without any further liability or obligation to you.

Customers - Canceling a Contest
If you are not required to choose a Winner for your Contest and you do not find any Entries that meet your needs, you may, with the sole permission of Squadhelp, cancel your Contest.  Squadhelp may cancel a Contest found to be in violation of this Agreement or any laws, whether local, state, federal, or international (“Illegal Contest”).  To voluntarily cancel your contest, you must notify Squadhelp within seven (7) days after the end of the Contest.  If Squadhelp allows such cancellation, your Contest will be canceled and the Customer Payment (minus any listing or upgrade fees) will be refunded to you according to the terms of this Agreement.  If Squadhelp cancels an Illegal Contest, you will receive no refund whatsoever, and may be subject to termination of your User Account as well as other legal action.  As a reminder, you are in violation of this Agreement should you cancel a contest and still use a Creative’s Entry, and such action could subject you to termination of your User Account as well as civil and criminal action. For avoidance of any doubt, Guaranteed Contests cannot be cancelled and are non-refundable.

Creatives – Entering a Contest
To participate in a Contest as a Creative, you must submit one or more Entries to the Contest as hosted by a Customer.  The Entry must meet the Customer's Contest requirements and conform to our Contest Guidelines.  As a Creative, you warrant that any Entry is your original creation and that your Entry will not otherwise infringe upon the Intellectual Property Rights of other parties.  If your Entry contains Third Party Works, it must conform to the requirements set forth in our Contest Guidelines.   By uploading your Entry to our Website, you are giving Squadhelp a perpetual, non-exclusive, royalty-free, world-wide license to display your Entry to the Customer as well as publicly on our Website should you be chosen as a Winner.

Creatives – No Guarantees or Liabilities
You understand that Squadhelp makes no guarantees and has no liability to you with regards to any Contest, including, but not limited to:
A.    that you will be chosen as a Winner;
B.    that you will be the only Winner;
C.    the terms and results of any other agreements you may enter into with a Customer after a Contest; and
D.    any uncompensated use of your Entry by Customer (i.e. a Customer cancels a Contest, but is later found to be using your Entry in whole or in part).

Creatives – Being Named a Winner
If a Customer likes your Entry and selects you as a Winner, Squadhelp will notify you and will release the Contest Prize to your User Account.  If you are named a Winner, you consent to entering , into a binding agreement with that Customer, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:

http://www.squadhelp.com/IPTransferAgreement

A Contest must receive submissions from atleast 4 different Creatives to be eligible for winner selection.

5.    Domain Name Marketplace

Listing a Domain Name for Sale
If a Customer didn’t select your Domain Name as an Entry in a Contest, you may list that Domain Name for sale with Squadhelp.  You will be required to redeem a certain amount of points that you earned on Squadhelp to list a Domain Name for sale.  Squadhelp will not and has no obligation to sell any Domain Name that was not part of your Entry for a Contest.  Squadhelp will, at Squadhelp’s sole expense, attempt to register the Domain Name in Squadhelp’s name.  If the Domain Name has been already registered by another party, you understand and agree that this Service terminates immediately with no monies due to you or any liability by Squadhelp to you whatsoever.  If Squadhelp is able to successfully register the Domain Name, you agree that you automatically transfer all rights in the Domain Name to Squadhelp so that Squadhelp can effectuate a sale of it.

Loss of Domain Name
Under the regulations of the international registrar of domain names, ICANN, a domain name can be forcibly secured by a registered trademark owner if the domain name conflicts with their trademark.  If Squadhelp is required to give up a Domain Name due to such regulations, you understand and agree that this Service terminates immediately with no monies due to you or any liability by Squadhelp to you whatsoever. 
Also, if your User Account on our Website is terminated or if the Domain Name doesn’t sell in the Domain Marketplace for a period of 12 months after initial listing, Squadhelp retains sole ownership of the Domain Name, with no monies due to you or any liability by Squadhelp to you whatsoever.

Purchase of Domain Name
If you as a Member wish to purchase a Domain Name, you will have to provide Squadhelp with the following:
A.    payment in full for the Domain Name as posted on our fees schedule found here;
B.    complete identification for the owner of Domain Name as may be required by Squadhelp;
C.    complete domain name server and other technical information as necessary to transfer the Domain Name to you.

Sale of Domain Name
If a Member completes the purchase of the Domain Name that was listed by you in the Squadhelp Domain Marketplace, you will receive a one-time stipend to your User Account, the amount as posted on our fees schedule in the Help section.  

6.    Member Services Marketplace

Listing Member Services for Sale
If you have Member Services that you wish to provide to other Members of our Website, you may post your Member Services for sale under our Member Services Marketplace. You must provide a clear description, including any limitations, of the Member Services, an approximate general time for completing such Member Services, and the fixed price for such Member Services (“Member Services Price”). 

Purchasing Member Services
If you wish to purchase Member Services, you must pay the listed price for such Member Services to Squadhelp.  Squadhelp will hold such funds until such time as the Member renders such Member Services.  Once you notify us that the Member has fulfilled the Member Services, we will release the funds to that Member.  Members will only provide the exact services as described for the listed price.  You understand and agree that any additional services you may require above and beyond the description as listed for Member Services is at an additional fee.  You understand and agree that Member is NOT required to provide such additional services to you.  You shall not withhold approval of payment to Member for Member Services based upon Member’s inability or unwillingness to provide such additional services or as a condition of releasing payment to Member. If you withhold your approval for more than 30 days, Squadhelp will automatically approve the service and transfer the payment to Member’s account.

Getting Paid for Member Services
Once a Member purchases your Member Services, Squadhelp will collect the price you listed for such Member Services from the Member.  We will not release the funds to you until such time as the Member notifies us that the Member Services have been rendered.  Once the Member approves release of the funds to you, we will release such funds (minus any processing fees) to your User Account.

Disputes Regarding Member Services
Squadhelp allows Members to notify us about a dispute regarding Member Services.  Once we have been notified of a dispute, each party has thirty (30) days to submit proof of their claim.  At the end of this time, Squadhelp will review the evidence received and either return funds to the purchasing Member or release payment to the Member providing Member Services.  Our decisions are final and are not subject to legal intervention or appeal.  By purchasing and/or providing Member Services, you assign to us all legal rights you have to arbitrate such disputes.

7.    Payments and Refunds

7.1 Squadhelp Credits

Understanding Squadhelp Credits
There are two types of Squadhelp Credits: Dollar Credits and Squadhelp Points. Each Dollar Credit is equivalent to one (1) United States Dollar. Squadhelp Points are not equivalent to any currency. They may, however, be used to purchase or obtain discounts on certain specified goods and services from Squadhelp. Squadhelp Points are not legal tender and cannot be traded or sold to third parties. Squadhelp Points are only exchangeable for goods and services provided by Squadhelp in accordance with pricing and rules specified by Squadhelp on our Website. Squadhelp will truncate any Dollar Credit that includes a fraction of a cent down to the nearest whole number.  Squadhelp may reduce the balance of any Squadhelp Credits held by you for any amount owing by you to Squadhelp on any account whatsoever including in relation to compensating Squadhelp for any loss that Squadhelp determines (in its sole and absolute discretion) it has suffered as a result of your breach of this Agreement.

Converting Dollar Credits to Currency
You may at any time, convert Dollar Credits which you hold in your User Account to United State Dollars or any other currency permitted by our Website 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. Any payment to you in a currency other than United State 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 United State Dollars to another currency. Any withdrawal of Dollar Credits in accordance with this clause may be subject to minimum or maximum withdrawal amounts specified by Squadhelp on our Website.

The balance of Dollar Credits held by you will expire 12 months from the date that you last received any Dollar Credits into your account. 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.

7.2 Taxes

Each member is solely responsible for satisfying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of services provided by creatives, from and by independent contractors.

7.3 Refunds

Squadhelp may issue a refund for your payment, if

(i) the refund is issued in accordance with any terms awarding a refund as set out in an Addendum;
(ii) Squadhelp is required by law or considers that it is required by law to do so;
(iii) Squadhelp determines that issuing a refund to the Customer will avoid any dispute or increased costs to Squadhelp;
(iv) Squadhelp issues the refund to the Customer in accordance with any refund policy specified by Squadhelp from time to time;
(v) the order placed (or request made) by the Customer is found to be fraudulent;
(vi) the Customer placed a duplicate order (or request) in error; or
(vii) in Squadhelp's sole opinion, Squadhelp considers that it is likely that the refund is necessary to avoid a credit card charge back.
(b) Squadhelp's determination as to whether a refund is required by this clause is final and conclusive and may not be challenged by you.

8.    Privacy

Squadhelp will abide by the terms of our Privacy Policy as posted on our Website.

9.    Relationship of the Parties

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. You agree that by using our Services (entering a Contest, selling a Domain Name, or providing Member Services, Squadhelp, in providing these Services and your access to our Website, is providing a platform for you to enter into a separate agreement with other Members of our Website. Squadhelp is not a party to your interactions with such Members or to any separate agreement or for any act or omission of such Members.

10.    Your General Obligations

You agree that:
A.    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 Creative;
B.    you will comply with all laws which must be complied with in relation to a Contest or the supply of a Design;
C.    you will comply with any export restrictions that may apply to the export or import of Entries or other Intellectual Property Rights to locations inside or outside the United States or the territory in which you are located;
D.    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;
E.    you will not undertake any act or cause any omission which will bring Squadhelp, its brand or our Members into disrepute;
F.    you will provide Squadhelp with all information requested by Squadhelp which Squadhelp requires to provide the Services.

11.    Suspension of Services
A.    Without limiting Squadhelp’s other rights 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, but not limited to:
1.    Squadhelp determines that you have breached any of your obligations to Squadhelp under this Agreement;
2.    Squadhelp determines that you are using your User Account to commit fraud, that you are contacting Creatives directly in order to avoid paying Customer Payments, or that you have colluded with a Creative in relation to the awarding of a Winner.
3.    Squadhelp determines that you using the Services, which in Squadhelp’s sole and absolute opinion, is offensive, immoral, unethical or is likely to damage the good name of Squadhelp.
4.    Squadhelp determines that you using User Account or the Services, which in Squadhelp’s sole and absolute opinion, is illegal or fraudulent offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable and may cause real and/or legal harm to Squadhelp or its Members.
B.    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.
C.    Squadhelp may in its sole discretion reactivate the Services and your User Account any time following suspension.
D.    Repetitive suspensions will result in termination of this Agreement.
E.    For the avoidance of doubt, you are not allowed to make withdrawals of, or spend any Squadhelp Credits during any period of suspension of your User Account.  Furthermore, Squadhelp may, in its sole 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 led to suspension.

12.    Term and Termination of Services

A.    This Agreement begins on the date that you first create a User Account with Squadhelp and will terminate at the later of the date that your User Account is terminated or closed or you otherwise cease using the Services.
B.    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.
C.    Squadhelp may terminate this Agreement and your User Account at any time for any reason whatsoever with or without notice to you.
D.    Upon the termination of this Agreement:

E.    The terms of this Agreement where noted or applicable survive the termination of this Agreement.

13.   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 explicitly in this agreement. 

14.    Limitation of Liability and Implied Terms
A.    You acknowledge that Squadhelp and its third party providers have made no warranties that the Services will be error free.
B.    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 fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike; 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;  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; the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Squadhelp; or any other circumstances or event similar to the above which are beyond the reasonable control of Squadhelp.
C.    You acknowledge and agree that Squadhelp and its third party providers shall have no liability or responsibility to you whatsoever for any unauthorized withdrawals or unauthorized spend of your Squadhelp Credits where such withdrawal or spend arises from any of the events described under this Section; or any unauthorized use or access of your User Account or our Website.
D.    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 this Section, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
E.    Subject to this Section, 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.
F.    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 or Services, will not exceed the lesser of the amount you paid for Services, if any, for the event giving rise to Squadhelp’s liability.
G.    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.    Indemnity
You shall 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) that any of the Indemnified suffer or incur as a direct or indirect result of:
A.    any breach by you of any representation, warranty or term of this Agreement;
B.    any acts or omissions by you under this Agreement;
C.    any breach by you of your obligations to a third party, including another Customer or Creative;
D.    any infringement by you of the Intellectual Property Rights of a third party; and
E.    any legal proceedings threatened or initiated against Squadhelp by a third party as a result of your breach of this Agreement.

16.    Intellectual Property
A.    You acknowledge that Squadhelp is the owner of all Intellectual Property Rights that subsist in your User Account and our Website, but excluding Entries. You acknowledge that you have no Intellectual Property Rights in your User Account or in our Website.  When you submit Content, to our Website, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free sub-license-able and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the content in connection with our Website, in any media known now or in the future.
B.    You shall not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any Content found on our Website 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 shall not use any content found on our Website 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.
C.    You shall not reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purpose our Website, Service, or any portion thereof may not be that is not expressly permitted by Squadhelp, in writing.
D.    You acknowledge that the ownership of the Intellectual Property Rights in an Entry provided pursuant to a Contest are strictly between the Customer and the Creative providing such Entry. 
E.    Squadhelp will not act as a moderator or adjudicator in relation to any claim by you or a third party that an Entry or other Content submitted to our Website infringes any Intellectual Property Rights owned by you or a third party.
F.    Squadhelp will not be liable or responsible for any breach by a Creative or Customer of any Intellectual Property Rights held by a third party in relation to any Contest, Entry or other use of our Website.
G.    Notwithstanding the above, Squadhelp may at any time remove any Content, Third Party Work or Entries from our Website which Squadhelp determines, in its sole and absolute discretion, may infringe the Intellectual Property Rights of a third party.

17.    Dispute Resolution

Disputes and Governing Law
The laws of State of Illinois in the United States without regard to any conflict of law principles, govern this Agreement and any disputes hereunder.  No action, arising out of the transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued.

Arbitration
In the event that the you and Squadhelp cannot amicably resolve a dispute or damage claim resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration.  The arbitration proceeding shall be conducted in Chicago, Illinois, in the United States, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the Parties.  If the Parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators.  The Parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

18.    Miscellaneous
A.    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 our Website after the Amendment Date.
B.    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.
C.    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 considered received in the case of a notice delivered by hand, when so delivered; in the case of a notice sent by prepaid post, on the third day after the date of posting; 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 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.
D.    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.
E.    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.
F.    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.