These terms of service (this “Agreement”) are entered into between you and Squadhelp, Inc. (“Squadhelp”), and this Agreement governs your access to and use of www.Squadhelp.com (the “Website”) as well as any and all content, functionality and services offered on or through the Website (collectively, the “Service”). We may amend this Agreement at any time by posting the amended terms on our Website. By accessing, registering for or using the Service, you represent, warrant and covenant:
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 LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY, AS ACCESSING, REGISTERING TO USE OR USING THE SERVICE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. 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 ACCESS OR USE THE SERVICES ANY FURTHER.
“We”, “us”, “our” refers to Squadhelp.
“Content” collectively means all text, information, graphics, audio, video, and data offered through our Website, whether free to all or part of our paid Service. We may refer to Content provided by our Members as “Member Content.”
“Member” means a Creative or Buyer, and is someone who has joined our Website to use our Service.
“Buyer” means a Member of our Website who hosts a Contest for one or more Creatives to submit an Entry to fulfill the requirements of the Member’s Contest.
“Creative” means a member who elects to participate in a Contest to submit an Entry in response to a Contest or a member who lists any services for sale in Squadhelp Marketplace.
“Contest” means an online event held by a Buyer through our Website to invite one or more Creatives to submit Entries for the provision of a Project to the Buyer. A “Guaranteed Contest” means a Contest held by a Buyer whereby the Buyer guarantees that it will choose a Winner for their Contest.
“Contest Guidelines” are rules, as promulgated solely by Squadhelp in its sole discretion and found on our Website, that Buyers hereby agree to follow when creating a Contest.
“Entry” means a proposed name, article, advice, video or marketing traffic submitted by a Creative as part of a Contest.
“Buyer Payment” means the fee that a Buyer must provide for the Contest.
“Contest Prize” means the Buyer Payment, less the fees due to Squadhelp for providing a Contest, will go to the Winner(s) of that Contest.
“Winner” means the Creative(s) and respective Entry(ies) as selected by a Buyer for a given Contest. For the avoidance of doubt, a Buyer may not have to pick a Winner, depending on the type of Contest, but may also pick more than one Winner.
“Dollar Credits” means credits for the purchase of goods or services from Squadhelp, which may be redeemed for United States Dollars (or other currencies at Squadhelp’s sole election).
“Squadhelp Credits” means Dollar Credits issued to winning Creatives.
“Bonus Credits” means non-monetary credits with Squadhelp that may be exchanged for certain goods and services offered by Squadhelp, but which cannot be redeemed for cash.
“Domain Name” means an Internet domain name as created by a Creative as an Entry in a Contest.
“Member Services” means a fixed price offering of given services by a Member who elects to provide such services to other Members of our Website for that fixed price.
“Naming, Marketing or Design Project” means the act of identifying a business or website name, marketing initiative, or logo design for which a Buyer engages a Creative to submit an Entry.
“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.
“Automatic IP Transfer” means the automatic transfer of Intellectual Property Rights in an Entry from Creative to Buyer after selection of a Winner for a Contest and payment of any fee.
“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 any transaction contemplated by this Agreement.
“Third Party Works” 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 another party other than the Member.
“Abandoned Contest” means any Contest where a Buyer has not selected a winner within 30 days of contest end date; and the contest does not qualify for a Refund.
“User Account” means your online account with Squadhelp.
2. Legal relationships and obligation of parties
2.1 Squadhelp Provides a Venue
The Service 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(ies) they like. In providing the Service, 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 Buyer.
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 Buyer, pursuant to the terms of an Intellectual Property Transfer Agreement, which can be found here:
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 Property 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 pay the award on behalf of the Buyer to one ore more Creatives who submitted entries to the Project. Buyers who request a refund of charges that are refundable under Squadhelp's Refund Policy 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 or deisrable to protect Squadhelp and its value, reputation, and goodwill.
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 Creative's Role & Relationship with Squadhelp
If you are a Creative, you and only you decide which and how many Contests to participate in, and when and where you participate in them. You are free to spend as much or as little time participating in Contests as you choose. At no time are you under any obligation to submit entries to a Contest.
Neither your use of our Service nor anything in this Agreement creates an employment, partnership, joint venture, agency, franchise, or sales representative relationship between you and Squadhelp. We do not provide you with any equipment or tools to participate in a Contest. We do not provide you any benefits, including without limitation workers compensation or insurance coverage. We are not responsible for any expenses you incur in using our Service. We will not withhold any amount from your award for federal or state income tax, Social Security, or any other tax. You are free at all times to perform tasks for any person or business, including any of our competitors. You do not have the authority to enter into any contract, whether written or oral, on behalf of Squadhelp or otherwise represent or purport to represent Squadhelp in any respect.
Notwithstanding the foregoing, we will request from you a W-9 (if you are a U.S. taxpayer) or W-8BEN (if you are not a U.S. taxpayer), to be updated annually, and we may bar you from participating in Contests or withdrawing your Dollar Credits until you have completed or updated a W-9 or W-8BEN, as applicable.
2.5 Links To Third Party Content
You may find on the Website links to other websites. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, or their content, advertising, or products. The inclusion of any link on the Website does not imply that we endorse the linked website. 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 Website, and the consequences of posting or publishing entries or content. When uploading entries or comments to the Website, 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 Website 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 Service. Your User Account will be created using Squadhelp’ online sign up process, or any other method specified by Squadhelp from time to time in its sole discretion. Your User Account will permit you to login to our Website to manage your User Account, make use of the Service 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 all respects. You agree to only maintain one User Account in relation to your access to and use of the Service. In order for Squadhelp to enforce the single User Account policy, you agree to not use any proxy servers to hide your IP address while accessing the Website. You agree to provide Squadhelp with all identification documents (including copies of passports and drivers licenses) that Squadhelp may reasonably request from you from time to time for the purposes of verifying your identity.
You agree that you will only use your User Account and our Website for the purposes of using the Service 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, sublicense or transfer the use of our Website or your User Account to any other person;
B. use or misuse your User Account including without limitation in a fraudulent or illegal manner, or email, send or make available 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 or entity;
D. use your User Account to impersonate any other person or entity in any way whatsoever;
E. use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person or entity;
F. use your User Account for sending advertising, chain letters, junk mail, “spamming” or any other type of unsolicited email;
G. use your User Account to promote a website or platform that is not affiliated with Squadhelp;
H. 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 Service;
I. use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
J. use your User Account in such a way which damages our Website or denies access to our Website to other users of our Website;
K. intentionally or recklessly use your User Account in a way that degrades the performance of our Website for other users;
L. cancel a Contest to take a Creative’s Entry without paying for it and
M. cancel a Contest initiated by you and subsequently contract separately or enter into a separate arrangement or understanding with a Creative you meet through our Website which results in you avoiding paying Squadhelp all or any portion of any Buyer Payment, or all or any fees and charges of Squadhelp.
N. maintain more than one active account at Squadhelp
O. host a Contest on behalf of a business which directly competes with Squadhelp
P. as a Contest Holder, award the Contest to your friend, family member, co-worker, or any other acquaintance
Q. Ask other Users to disclose their email address or share your email address with them or attempt to contact other Users outside Squadhelp platform without their explicit permission
We reserve the right to pursue any and all remedies at our disposal at law, in equity or otherwise in the case of any of the foregoing.
4.1 Buyers - Hosting a Contest
You may, as a Buyer, 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 Buyer Payment you wish to pay for the Contest, which must conform with Contest Guidelines;
D. specify for how long the Contest will be open (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 Buyer Payment.
4.2 Buyers - 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.
Squadhelp offers a "Trademark Check" feature in certain types of Naming Contests. This feature checks for Trademark availability based upon an exact match of the name against the USPTO database. This check does not guarantee the approval of a Trademark application, if such an application is filed by the Buyer.
4.3 Buyers - 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 30 days of the end of the Contest, Squadhelp will retain your Buyer Payment and will award the Contest Prize to one ore more Creatives of Squadhelp’s sole choosing without any further liability or obligation to you. For the avoidance of doubt, under no circumstances may Buyer select as the winning Entry any entry from a relative, friend or any entity or person previously known by Buyer.
Additionally, Squadhelp expressly disclaims any and all liability whatsoever in connection with any Entry, including without limitation whether or not such Entry violates the intellectual property rights of a third party or its otherwise legal or available for use. As a Buyer, you are responsible for ensuring that your selected entry meets all legal requirements in your jurisdiction.
4.4 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 Buyer. The Entry must meet the Buyer's Contest requirements and conform to our Contest Guidelines. As a Creative, you represent and warrant that any Entry is your original creation and that your Entry will not otherwise infringe upon the Intellectual Property Rights of other parties. You also represent and warrant that you are not related to, are not friends with and otherwise do not know Buyer. 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 expressly grant to Squadhelp a perpetual, non-exclusive, royalty-free, fully-paid up, transferable, assignable, sublicenseable, world-wide license to display your Entry to the Buyer as well as publicly on our Website should you be chosen as a Winner.
The Buyer may engage Squadhelp to conduct a Naming Research for their shortlisted names. By uploading your Entry to our Website, you authorize Squadhelp to include your Entry in an external poll to conduct the Naming Research.
You also covenant that, if you have been required to execute a non-disclosure agreement in connection with a Contest, you will abide by the terms and conditions of such agreement regardless of whether your Entry wins.
4.5 Creatives - No Guarantees or Liabilities
You understand that Squadhelp makes no guarantees and has no liability to you in any respect 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 Buyer after a Contest; and
D. any uncompensated use of your Entry by Buyer (i.e. a Buyer cancels a Contest, but is later found to be using your Entry in whole or in part; or if a Buyer selects a different winner, but is later found to be using your Entry in whole or in part) .
E. Buyer selecting a winner which does not follow the contest brief (i.e. a Buyer selects a winning entry which does not directly match the requirements provided in the Contest Brief) .
4.6 Creatives - Being Named a Winner
If a Buyer 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 Buyer, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:
A Contest must receive submissions from atleast 10 different Creatives to be eligible for winner selection.
4.7 Creatives - Receiving a Bonus
If a Buyer likes your Entry, they can send you a Bonus as a compensation for using that Entry. If the Bonus is sent, Squadhelp will notify you and will release the Bonus amount to your User Account. If you receive the Bonus in accordance with section 4.9, you consent to entering into a binding agreement with that Buyer, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here: http://www.squadhelp.com/IPTransferAgreement
4.9 Bonus Payments
If a Buyer intends to use more than one entry from a contest, they must compensate the Creatives who submitted the entry. The Buyer must pay a $100 Bonus payment to the Creative for every additional entry (other than the winning entry) they intend to use.
4.10 Guaranteed Contests
A Guaranteed Contest implies an upfront commitment by the Buyer that they will select a winner for the contest. Guaranteed contests can not be cancelled, with the following exceptions:
4.11 Abandoned Contests
If a winner has not been selected by the Buyer for more than 30 days of contest end date (Abandoned Contest), Squadhelp reserves the right to award the Contest Prize to one or more Creatives of Squadhelp’s sole choosing without any further liability or obligation to the Buyer. This award selection will be at the sole discretion of Squadhelp and can not be challenged by the Creatives or the Buyer.
If a Buyer decides to use an Entry from an Abandoned Contest, they must contact Squadhelp within 60 days of contest End Date. Squadhelp would notify the Creative about Buyer's intention to use the Entry.
5. Payments and Refunds
5.1 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 in lieu of certain additional features available through the Service. Squadhelp Points are not legal tender and cannot be traded or sold to third parties. Squadhelp Points are only exchangeable for features and services provided by Squadhelp in accordance with rules specified by Squadhelp on our Website. Squadhelp will round down any Dollar Credit that includes a fraction of a cent 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 States 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 States 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 States 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 at the date of withdrawal you are in breach of this Agreement.
a) You must have a verified Paypal account in order to withdraw funds into your account. In addition, you might be required to provide additional documentation such as a Government issued Photo ID in order to verify your account.
b) If a Buyer's payment is partially or fully refunded by Squadhelp or a Buyer files a credit card chargeback, the Creative who entered into the Intellectual Property Transfer Agreement must reimburse Squadhelp for all amounts which are subject to the chargeback or the refund, including the award and Squadhelp fees. Additionally, if a Creative violates the terms of the Intellectual Property Transfer Agreement or this Agreement, Squadhelp reserves the right to reduce any amount owed by Squadhelp to the Creative to compensate Squadhelp for any and all losses Squadhelp suffered as a result of the Creative's breach of the Intellectual Property Transfer Agreement or this Agreement.
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.
Squadhelp may issue a refund for your payment in its sole discretion, if
(i) your payment is eligible for refund as per Squadhelp's Refund Policy
(ii) the refund is issued in accordance with any terms awarding a refund as set out in an Addendum;
(iii) Squadhelp determines that it is required by law to do so;
(iv) the order placed (or request made) by the Buyer is found to be fraudulent;
(v) the Buyer placed a duplicate order (or request) in error
(vi) If it is determined by Squadhelp that the contest, or the winning creative violates Squadhelp's Terms of Service.
(vii) there is a special circumstance that, in Squadhelp's sole discretion, warrants a refund
Squadhelp's determination as to whether a refund is required by this clause is final and conclusive and may not be challenged by you.
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 Contest Prize (Buyer Payment minus any listing or upgrade fees) will be refunded to you according to the terms of this Agreement. 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 any other remedies at Squadhelp’s sole discretion.
Squadhelp may also cancel a Contest found to be in violation of this Agreement or any laws, whether local, state, federal, or international (“Illegal Contest”). 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.
7. 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 Service (entering a Contest, selling a Domain Name, or providing Member Services, Squadhelp, in providing this Service 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.
8. Your General Obligations
You agree that:
A. you will not use the Service for any illegal or fraudulent purpose or for any purpose other than holding or entering into Contests as a Buyer 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 import or 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 will not, by engaging Squadhelp to provide the Services, place Squadhelp in breach of any law or obligation owing to any governmental entity or other 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 Service.
9. Suspension of Services
Without limiting Squadhelp’s other rights under this Agreement, Squadhelp may suspend your User Account and your use of the Service at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including, but not limited to, if:
10. 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. For the avoidance of doubt, any provisions which are intended to or customarily survive termination of this Agreement or a like agreement shall survive termination.
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:
1. Squadhelp will, within a time period determined by Squadhelp, withdraw the use of the Services from you.
2. Any Squadhelp Points you hold will be cancelled immediately.
3. You may redeem any Dollar Credits held by you into United States Dollars pursuant to this Agreement. Squadhelp may however withhold a reasonable portion of any amount payable to you, as determined by Squadhelp in its sole discretion, to address credit card charge backs, refunds, payments due to third parties on your behalf, or other costs and expenses which may be incurred by Squadhelp due to termination. Within twelve (12) months following termination of this Agreement, Squadhelp will pay to you any amount due.
11. 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.
12. 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, including 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 Service
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, punitive, exemplary 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 or $100.
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.
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 Buyer 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.
14. 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-licenseable assignable 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 Buyer 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 Buyer 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.
15. 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.
In the event that you and Squadhelp cannot amicably resolve a dispute or damage claim resulting from this Agreement, then at Squadhelp’s option the Parties shall 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.
A. Squadhelp may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their amendment (“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.