Squads Terms of Service

Last Updated: March 9, 2022

Welcome, and thank you for your interest in Unnamed Startup Co. d/b/a The Company (“Unnamed Startup,” the “Company”, “we,” or “us”) and our website at www.squads.life, along with our related websites, networks, applications, desktop applications, mobile application (the “App”), and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and The Company regarding your use of the Service. Please refer to our Privacy Policy at https://www.squads.life/privacy-policy, which also governs your use of the Services, for information on how we collect, use and disclose information from our users.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND THE COMPANY’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY THE COMPANY AND BY YOU TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE COMPANY’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, BOUND BY THESE TERMS. THESE TERMS APPLY TO ALL USERS OF THE SITE INCLUDING FANS, CREATORS. IF YOU ARE A CREATOR, PLEASE ALSO READ SECTION 9 WHICH IS SPECIFIC TO YOUR ROLE AS A CREATOR ON THE PLATFORM.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 23 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

  1. The Company Overview. The Company offers a platform that gives artist and content creators (“Creators”) access to a suite of tools to provide exclusive experiences (“Opportunities”) and make available limited Creator Content (as defined in Section 9 herein) to a Creator’s fans (“Fans”). Fans are granted access to Opportunities hosted by various Creators and via the Service by each Fan demonstrating ownership of certain Coins (“Coins”), which may be represented in digital form, including but not limited to Creators and Fans are, collectively, “Users” and, each, a “User” or “you”.

  2. Modification of these Terms and the Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site, on the App, or through other communications. It’s important that you review the Terms whenever we update them, or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  3. Eligibility. If you are a Fan, you must be at least 13 years old (or such minimum age in at which you can provide consent to data processing under the laws of your territory) to use the Service. If you are a Creator, you must be at least 18 years old and capable of forming a binding contract with the Company, and not otherwise barred from using the Services under applicable law. By agreeing to these Terms, you represent and warrant to us that: (1) you are at least 18 years old; (2) if you are between 13 and 18 years old, your parent or guardian agrees to these Terms on your behalf and will supervise your use of the Service; (3) you have not previously been suspended or removed from the Service; and (4) your registration and use of the Service is in compliance with any and all applicable laws and regulations. You may not attempt to access or use the Services if you are not permitted to do so.

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

  1. Accounts and Registration. For certain features of the Services, you’ll need an account. To register an account, you must first successfully complete the sign-up process. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account. You are only allowed to create one account and you agree you won’t share your account with anyone. You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your account or username, unless you have our prior written consent; (iii) share your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third-party applications or clients. If you believe that your account is no longer secure, then you must immediately notify us at support@squads.life.

The Company prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide or provided to the Company upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are solely responsible for the activity that occurs on your account, and it’s your sole responsibility to protect your password from unauthorized use. You must notify the Company immediately of any breach of security or unauthorized use of your account. You agree that you will not solicit, collect or use the login credentials of other Users. Additionally, you may never use another’s account without permission.

Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use, and we might have to suspend or terminate your account in such case. The Company will not be responsible for any unauthorized access to, or alteration of, data sent to or received by your account, regardless of whether the data is actually received by The Company.

As part of the functionality of the Services, you may link your account to your Instagram, TikTok account or other social network service accounts (each, an “SNS Account”) by allowing Company to access your SNS Account, as permitted under the applicable terms and conditions that govern your use of each SNS Account. You agree that you won’t disclose your SNS Account login information to Company and/or grant Company access to your SNS Account unless you are permitted to do so by the applicable SNS. Company won’t have any obligation to pay any fees or be subject to any usage limitations imposed by SNS’s.

By linking your SNS Account to your account, you understand that Company will access, make available and store (if applicable) some of the content that you have provided to and stored in your SNS Account so that it is available on and through the Services via your account. Unless otherwise specified in these Terms, all such content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to applicable SNS privacy settings, personal information that you post to your SNS Accounts and information about your SNS network will be available on and through your Account. Please note that if an SNS Account or associated service becomes unavailable or Company’s access to such SNS Account is terminated by the third-party service provider, then the content from your SNS Account will no longer be available on and through the Services. You may disable the connection between your Account and your SNS Accounts by emailing us at support@squads.life with your request. We’ll take steps to disable such connection as soon as practicable. Please note that your relationship with the SNS Account service providers associated with your SNS Accounts is governed solely by your agreement(s) with such SNS Account service providers. We may ask you for additional age or identity verification information at any time. We may reject your application to set up a Creator account for any reason, including the reasons stated here.

We reserve the right, in our sole discretion, to disallow, cancel, remove, or reclaim, usernames, without liability to you or any third party, and with or without prior notice to you. The Company further reserves the right to reclaim usernames that become inactive or on behalf of businesses or individuals that hold legal claim or trademark on those usernames. These Terms apply to all Users.

Rights we have, including to suspend or terminate your account:

  1. It is our policy to suspend access to any User Content you post on the Service which we become aware may not comply with these Terms and/or any applicable law whilst we investigate the suspected non-compliance or unlawfulness of such User Content. If we suspend access to any of your User Content, you may request a review of our decision to suspend access to the relevant User Content by contacting us at support@squads.life. Following our investigation of the suspected non-compliance or unlawfulness of the relevant User Content, we may take any action we consider appropriate, including to reinstate access to the User Content or to permanently remove or disable access to the relevant User Content without needing to obtain any consent from you and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your User Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your User Content under this section.

  2. If we suspend access to or delete any of your User Content, we will notify you via email or electronic message to your account, but we are not obligated to give you prior notice of such removal or suspension.

  3. We reserve the right in our sole discretion to terminate your agreement with us and your access to the Service for any reason by giving you 30 days’ notice by email or electronic message to your account. We can also suspend access to your account or terminate your agreement with us and your access to the Service immediately and without prior notice in our reasonable discretion although We will not be liable for you for any losses but you may be liable to us for any continued unauthorized use (or if you create new accounts to bypass this suspension or restriction):

During any period when access to your account is suspended, any payments to you which would otherwise have fallen due during the period of suspension will be suspended, and we may withhold or set off all or any part of such earnings due to you but not yet paid out.

  1. Upon termination of your account, we may deal with your User Content in any appropriate manner (including by deleting it) and you will no longer be entitled to access your User Content. There is no technical facility on the Service for you to be able to access your User Content following termination of your account.

  2. We can investigate any suspected or alleged misuse, abuse, or unlawful use of the Service and cooperate with law enforcement agencies in such investigation.

  3. We can disclose any information or records in our possession or control about your use of the Service to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process.

  4. Other than User Content (which is owned by or licensed to Creators), all rights in and to the Service and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws.

  5. We are the sole and exclusive owners of any and all data relating to your use of the Service and such data can be used by us for any purpose, including for development and research purposes in accordance with our Privacy Policy located at https://www.squads.life/privacy-policy.

Deleting your account. If you want to delete your account, then you may do so in the Privacy section of your account:

  1. If you are a Fan, the deletion of your account will take place within a reasonable time following your request. If you have not sold your Coins upon your account deletion date or completed the Refund Request Form within the Refund Eligibility Period (as defined below), you will not receive a refund for such Coins nor will you have the ability to sell them after your account has been deleted.

  2. If you are a Creator, then once you initiate the “delete account” process your account will remain open until the last day following an Event or release of any pending release of Creator Content and your account will be deleted. If you have not cashed out of your Coins or Squads Cash upon your account deletion date, you will not receive a refund for such Coins nor will you have the ability to sell them after your account has been deleted.

  1. User Content.

    1. Definitions. “User Content” means any content that you display, submit, webcast or otherwise transmit (collectively, “Post”) to the Service, including, without limitation, text, biographical information, written comments, chat messages, reviews,(including, with respect to any User Content, , any third-party content included therein, including, without limitation, any audiovisual works, sound recordings or musical works), photos, video, images, audio (including voice), links to third-party websites, and other works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws. For clarity, User Content (i) includes any Creator Content created by a Creator as defined in Section 9 and Creator Name and Likeness Rights; and (ii) excludes any Materials and Feedback. 

    2. Your Rights to User Content. YOU RETAIN COPYRIGHT AND ANY OTHER PROPRIETARY RIGHTS THAT YOU MAY HOLD IN ANY USER CONTENT THAT YOU POST TO THE SERVICE SUBJECT TO THE RIGHTS THAT YOU GRANT IN THESE TERMS AND ANY SEPARATE AGREEMENT ENTERED INTO BETWEEN YOU AND THE COMPANY.

    3. By turning on or otherwise enabling your microphone and/or the camera functionality on your computer or device while you use the Service, by Posting User Content, or by otherwise using the Service, you hereby grant to the Company a non-exclusive, irrevocable, unrestricted, assignable, sublicensable (through multiple tiers), royalty-free right and license throughout the universe to publicly display (collectively, “Use”) all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, with or without attribution to you and without any obligation to share any revenues or any consideration or value derived from the Use of your User Content, for the purposes of: (i) advertising, marketing, and promoting the Company, the Service and the availability of content on the Service, including Opportunities and any content you Post to the Service; (ii) displaying and sharing your User Content, or Coins that you own or have the right to display on the Service, to other Users of the Service and on third-party services; (iii) allowing other Users to interact with and comment on your User Content as permitted by these Terms and the functionality of the Service; (iv) providing the Service as authorized by these Terms; and (v) sublicensing your User Content to third-party licensors of The Company for their Use of your User Content on and through all distribution channels now known or hereafter created; and (vi) granting any additional rights to Creator Content as set forth in Section 9 below.

    4. You further grant the Company a royalty-free, sublicensable (through multiple tiers) license (but not the obligation) to Use your user name, image, voice, and likeness to identify you within or as the source of any of your User Content and for the purposes of advertising, marketing, and promoting the Company and the Service.

    5. You must not Post any User Content on or through the Service or transmit to The Company any User Content that you consider to be confidential or proprietary. Any User Content Posted by you to or through the Service or transmitted to the Company will be considered non-confidential and non-proprietary, and treated as such by the Company, and may be Used by the Company in accordance with these Terms without notice to you and without any liability to the Company.

    6. For the avoidance of doubt, the rights granted include, but are not limited to, the right to: (i) reproduce audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; (ii) publicly display audiovisual works; (iii) publicly perform and communicate to the public audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; and (iv) provide closed captioning or dubbing of alternative languages for any User Content, in each instance of clauses (i) through (iv) on a royalty-free basis. This means that you are granting The Company the right to Use your User Content without the obligation to pay ties to any third party, including, but not limited to, a videogame copyright owner, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.

    7. You Must Have Rights to the Content You Post. You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service in compliance with the grant of rights, including, but not limited to, the name, image, voice, likeness and other personal characteristics of any individual visible or otherwise identifiable in any User Content and any audiovisual works, sound recordings, musical works, or other third-party content embodied in any User Content, including but not limited to, Opportunities, and Creator Content. Unless you have received prior written authorization from the applicable third party(ies), you must not Post any User Content that contains any pre-released content or non-public beta software, content or any confidential information of The Company or any third party. In addition, if you only own the rights in and to a sound recording or an audiovisual work, but not to the underlying musical works embodied in such sound recording or audiovisual work, then you must not Post such sound recording or audiovisual work to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to The Company under these Terms. You represent and warrant that: (i) you own the User Content Posted by you on the Service or otherwise have the right to grant the license set forth in these Terms; (ii) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party; and (v) your User Content could not be deemed by a reasonable person to be profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate. Except as set forth in any separate agreement between The Company and a third party governing the guest appearance of such third party in an Event that provides payment terms to the contrary, you agree to pay all monies owing to any person resulting from Posting your User Content on the Service, including from The Company’s exercise of the licenses set forth herein.

    8. Waiver of Rights to User Content. Except as set forth in a written and signed agreement entered into between you and The Company in addition to these Terms, by Posting User Content to the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to the Service.

  2. Access to Opportunities and Creator Content. Creators, in their sole discretion, may determine how many Coins will allow Fans to access and attend certain Opportunities or receive access to certain Creator Content via the Service. For clarity, you may need a certain number of Coins to access an Opportunity or Creator Content (i.e., you will need to indicate ownership of a certain number of Coins), but you will not be asked to pay or otherwise relinquish any Coins to a Creator or to the Company in order to access Opportunities or Creator Content.

  3. General Payment Terms.

    1. Squads-Cash. The Service facilitates the purchase of “Squads-Cash,” a virtual payment method that you can purchase on a one-for-one U.S. Dollar basis using your Apple ID, which is connected to your credit card or bank account. Coins may only be purchased using Squads-Cash.

    2. Apple App Store. This Section ‎7(‎b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

    3. Coin Transactions.

      1. Purchasing Coins. To purchase Coins, you can follow the directions to “buy [Coin(s)]” as set forth on an individual Creator’s account page. If you have an insufficient amount of Squads Cash to purchase a Coins, you will be prompted to purchase Squads-Cash by using your Apple ID.

      2. Selling Coins. If you no longer wish to hold Coins, you may create a sell order for your Coins by clicking “sell” on the associated Creator’s account page and following the steps to set the number of Coins you want to sell and the sale price of each Coin (the “Sell Order Price”). If another User offers to purchase your Coins a price that is greater or equal to the Sell Order Price within ninety (90) days of your placement of a sell order, you will receive a notification stating that your Coins have been sold and that Squads Cash has been deposited in your account.

      3. Cashing Out of Squads Cash. Upon the successful sale of your Coins, your account will reflect the sale proceeds, which will be denominated in Squads Cash. If you no longer wish to hold Squads-Cash, you may follow the directions set forth [on the “Cash Out” screen on your account’s “Portfolio” page, to send transfer funds to the credit card or bank account associated with your Apple ID].

    4. Price. The Company reserves the right to determine pricing for certain functionality offered via the Service, including the initial price of Coins, as the Company may make available. The Company will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website (https://www.squads.life/faq) periodically for current pricing information.

Coins are not investments. THE COMPANY DOES NOT GUARANTEE THAT the Coins HAVE any value NOR DOES IT GUARANTEE THAT THE Coins WILL maintain any specified value.

  1. Delinquent Accounts. The Company may suspend or terminate access to certain Squads if there is any amount is due but unpaid (such as in the instance of a Squads-cash chargeback as determined by Apple) or if we have reason to believe, in our sole discretion, that your Account is used in connection with fraudulent activity. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

    1. Chargebacks and Payment Holdback. Payments for Squads-Cash may be processed by a third-party payment processor (“Payment Processor”). We reserve the right to offset future payments to User, including any royalty payments associated with the sale of a Creator’s Coins (“Payment Holdbacks”) in certain cases including without limitation: (a) where User’s account is subject to chargebacks resulting in additional costs or fees from the Payment Processor; (b) where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity or breach or alleged breach of these Terms; or (c) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to User if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify User that User are subject to a Payment Holdback and we may require that User provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If User does not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from User’s account to its identified bank account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law. User grants the Company a security interest in User’s Account and all payments (including future payments) User receives for using the Services. We reserve the right, in our sole discretion, to freeze or cause User’s account to be disabled and recover funds from User’s account to pay for any fees including chargebacks or refunds due under these Terms, and User agrees that User will cooperate and provide us with all necessary access to recover such funds.

    2. Failure to Process Payments or Chargebacks. User is solely responsible for the information User provides in connection with payments processed via the Service. We will not be liable for failure to complete any payment from or to User’s account if User provides inaccurate or incomplete information regarding the payment or refund. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other the Company Account that is in default to collections agencies to recover such past due amount.

  1. Feedback. If you choose to provide ideas, input or suggestions during or about any Opportunities or regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any obligation of attribution or compensation to you for such Feedback.

  2. Terms for Creators.

    1. Payment Terms for Creators. The Company allows Creators to engage with Fans through the Service through various functionalities that the Company may update from time to time in its sole discretion. The percentage fee the Company receives of Coin sale proceeds associated with a Creator account, are made available to you on our pricing page or in any applicable agreement that we may enter into with you. The Company may update its percentage fees from time to time in its sole discretion.

      1. If you violate these Terms and are subsequently banned from the Service, we reserve the right to sell all Coins in your portfolio for the highest current buy price and give you the proceeds.

      2. You agree to actively engage with your Fans by Posting Creator Content or hosting Opportunities at least once a month. If you are no longer actively engaging with your Fans, you will become “Inactive”. If you are Inactive for longer than six (6) consecutive months, we will offer pro-rated refunds to your Fans and you will not receive any further payments associated your squad.

    2. Licenses to Creators.

      1. Limited License. Subject to your complete and ongoing compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install the Squads mobile or desktop application associated with the Service on a mobile or desktop device that you own or control; and (b) access and use the Service.

      2. License Restrictions. Except as expressly authorized by the Company and except and solely to the extent such a restriction is impermissible under applicable law, you may not, and may not attempt to: (a) reproduce, distribute, publicly display, or publicly perform the Service, except as needed to market or promote the Services or your use of the Services; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, or attempt to derive the source code of the Service; or (e) sell, resell, license, rent, lease, timeshare, or act as a service bureau or provide subscription services for the Offering or any part thereof. If you are prohibited under applicable law from using the Service, you may not use it. Creators will have the freedom to use and post their Creator Content outside of the App.

    3. Creator Content.

      1. Definitions. “Creator Content” means any (i) User Content that you display, submit, webcast or otherwise transmit as a Creator and  (ii) any name, likeness, voice, social handle,  text, biographical information or other identifying characteristics or right of publicity rights (“Creator Name and Likeness Rights”), For clarity, Creator Content excludes any Materials and Feedback. 

      2. Your Rights to Creator Content. CREATOR RETAINS ALL COPYRIGHT AND ANY OTHER PROPRIETARY RIGHTS THAT CREATORMAY HOLD IN ANY CREATOR CONTENT AND CREATOR NAME AND LIKENESS RIGHTS SUBJECT TO THE RIGHTS THAT CREATORGRANTS IN THESE TERMS TO US INCLUDING WITHOUT LIMITATION, THE LICENSED RIGHTS CREATOR GRANTS UNDER SECTION 5 OF THE TERMS 

      3. Monitoring Content. The Company does not control and does not have any obligation to monitor: (a) Creator Content, including, without limitation, Opportunities, or Creator Content; (b) any content made available by third parties; or (c) the use of the Service by its Users. You acknowledge and agree that The Company reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time The Company chooses to monitor the content the Company still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. The Company reserves the right to remove any Creator Content from the Service in The Company’s sole discretion, without notice, and with no further obligation or liability to any User.  

      4. Creator Obligations and Perks. Creator is responsible for obtaining all rights to the Creator Content in connection with the use thereof by Company as contemplated in these Terms, and the awarding and administration of the real world benefits that Creator provides to Fans in connection with the Creator’s Coin, as applicable, including, but not limited to: (a) clearing and obtaining any rights in connection with the Creator Content, including any music performance, publishing, and/or synchronization rights and payment of royalties to any performing rights organizations; (b) acquiring any services or materials needed in connection with the Creator’s Coins and benefits offered to Fans; and (c) the costs and compliance for the benefits. To the extent that Creator hosts promotions, Creator agrees to comply with all applicable promotions and sweepstakes laws, rules, and regulations, including without limitation, any registration or bonding requirements.

      5. Physical Goods. In the event that the Creator Content is embodied in a physical, tangible form (“Physical Creator Content”), unless otherwise agreed upon in writing by the Company and Creator, Creator acknowledges and agrees that Creator is solely responsible for the direct fulfilment of such Physical Creator Content to its Fans within its published timeframe. Creator agrees that Creator will provide all of its Fans with the appropriate contact information to which they may contact Creator with questions regarding the fulfilment of such Physical Creator Content. Company will neither facilitate nor provide support for the fulfilment of Physical Creator Content. Creator will include for each unit of Physical Creator Content all disclaimers (including any product tags) that may be required under applicable laws, regulations, self-regulatory guidelines and industry standards including without limitation, regarding product safety in all applicable jurisdictions (“Applicable Product Safety Laws”). In the event that Creator fails to deliver or otherwise fulfil Physical Creator Content to a Fan, Company reserves the right to withhold any payments associated with Coins or to freeze Creator’s account.

        1. Creator Warranties. Creator represents and warrants that (i) Creator has the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including, but not limited to, fully cleared permissions, consents, rights and licenses to the Creator Content and Creator Name and Likeness Rights in these Terms; (ii) the Creator Content, Creator Name and Likeness Rights, the Coins, and the listing and sale contemplated by these Terms, complies with all, and do not and will not violate any applicable law, statute, rule, regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the Creator Content, Creator Name and Likeness Rights, and Company’s use thereof in accordance with these Terms does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) Creator will fulfill Creator’s obligations under any terms with a Fan, as applicable; (v) any advertising or promotion of the Coins by Creator or on Creator’s behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of the Coins; and (vi) Creator will not use the proceeds retained from sales of the Coin, whether through the Services or any other platform for capital raising purposes; at no time will any of Creator’s services or marketing efforts violate any applicable securities or other laws, rules, or regulations including without limitation (i) encouraging speculative behavior in connection with any Coin or (ii) indicate that the value of any Coin is derived from or linked to the Creator’s efforts or labor. In addition, in the case of Physical Creator Content, Creator represents and warrants that (i) the Physical Creator Content will be free from defects in materials or workmanship; (ii) the Physical Creator Content are and will be safe for normal use (iii) the Physical Creator Content and the manufacture, sale, storage, shipping, transportation and billing for the Physical Creator Content comply with all provisions of applicable law, safety and labeling standards and all applicable promulgations of governmental authority; (iv) the Physical Creator Content conform in every respect with the specifications set forth in the Purchase Terms or otherwise provided by Creator in writing and are of merchantable quality and good material and workmanship free from contamination or impurity and defects in design and title; and (v) Creator will in every manner of its business related to the performance of Purchase Terms obey and conform to all applicable laws, rules and regulations.

        2. Specific Rules for Musical Works, Sound Recordings, and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into this Agreement with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label. If you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before Posting your recording or performance of such musical work to the Service. Finally, you are solely responsible for clearing the rights to any ambient or background music that is included or audible in any Creator Content you Post to the Service.

  3. Terms for Fans.

    1. Access. The Service allows Fans to access certain Creator Content by owning a certain number of Coins. Access to Creator Content and Opportunities may only be used by one person per account. Coins are required to access all Creator Content and Opportunities. In addition, Fans may be required to hold a certain amount of Coins, as determined by a Creator, to access certain Creator Content or Opportunities.

    2. Refunds.

      1. Refunds for Coins of Inactive or Banned Creators. If you hold Coins associated with an Inactive Creator or a Creator who has violated these Terms and subsequently banned from the Service, we will repurchase your Coins a prorated price calculated on a 12 month rolling basis from when you purchased your Coins (a “Refund”).  To be eligible for a Refund, the Coins you hold must have been minted within twelve (12) months from the date you complete the refund request form, available at https://www.squads.life/refund-request-form/ (the “Refund Request Form”) (the “Refund Eligibility Period”).

        1. For example, if six (6) months ago, you purchased three (3) newly minted Coins at a price of Ten Dollars ($10) per Coin, you will be eligible for a $15 Refund (50% of $30) if you complete the Refund Request From during the Refund Eligibility Period. 

        2. Coins purchased from other Users will refunded at the original mint price (i.e., at a price that may differ from the resale purchase price.) 

      2. No Refunds.

        1. If you violated these Terms and are subsequently banned from accessing the Service, we reserve the right to confiscate your Coins, and you will not receive a refund.

        2. If you block a Creator, who has not violated these Terms, we will not provide you with a refund for the Coins associated with the blocked Creator; however, you will be able to create a sell order for the Coins. Please refer to “Selling Coins” for instructions on how to create a sell order.

        3. If the Coins you are holding are no longer within the Refund Eligibility Period.

        4. If you do not complete the Refund Request Form within the Refund Eligibility Period.

  4. Ownership; Proprietary Rights; Marks.

    1. Ownership; Proprietary Rights. The Service is owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (collectively, “Materials”), including audiovisual and audio-only recordings of Opportunities, provided by the Company are protected by intellectual property and other laws. Except as expressly authorized by the Company, you may not make use of the Materials. The Company reserves all rights to its Materials not granted expressly in these Terms.

    2. Marks. The Company trademarks, service marks, and logos (collectively, the “The Company Trademarks”) used and displayed on the Service are The Company’s registered and/or unregistered trademarks or service marks. Any other product and service names located on the Service (including in Opportunities) may be trademarks or service marks owned by third parties (collectively with the Company Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage The Company or the applicable third party, the Company’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without The Company’s prior express written consent. All goodwill generated from the use of any The Company Trademark will inure solely to The Company’s benefit. All goodwill generated from the use of any other Trademark will inure solely to the benefit of the owner of such Trademark.

  5. Third-Party Terms. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

  6. Communications.

    1. Publicity Release. If you are photographed, filmed or recorded by Company or its agents in connection with your participation in any Event, any Company product research or promotion or otherwise in connection with your use of the Services (a “Recording”), then by using the Services, which you acknowledge is sufficient consideration, you hereby grant Company and its licensees and designees a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up permission to use, copy, distribute, modify and display the Recording (including your name, likeness, and other identifying characteristics) in any form of media and by any means: (i) as part of or in connection with the Services or any other Company products or services, including Company research and development; (ii) as part of or in connection with the sale, promotion, or advertising of Company products or services; and (iii) any other lawful purpose whatsoever; in each case, alone or in combination with other materials. Nothing in this paragraph will constitute any Company obligation to make use of the rights granted by you in this paragraph. You also agree that the rights granted by you to Company in this paragraph do not conflict with any of your existing commitments. You hereby: (1) waive any right to inspect or approve any works that may be created with or from the Recording; (2) waive any and all moral rights you may have in the Recording; and (3) release Company, its agents, employees, licensees, partners, successors, and assigns from any and all claims I may have now or in the future, whether known or unknown, for invasion of privacy, right of publicity, trademark infringement, copyright infringement, defamation, or any other cause of action arising out of the product research study, the filming, use, reproduction, adaptation, distribution, broadcast, performance, or display of the Recording.

    2. Endorsements and Testimonials. You agree that your User Content will comply with: (i) the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf); (ii) the FTC’s Disclosures Guide (found at: https://www.ftc.gov/system/files/documents/plain-language/bus41-dot-com-disclosures-information-about-online-advertising.pdf); and (iii) the FTC’s Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses); and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law.

For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Services, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Services, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Company, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Services. Company may immediately suspend or terminate your use of the Services or your associated Company account for any breach of this section.

  1. No Endorsement by Us. We do not endorse any Users of our Services nor do we endorse any Opportunities or User Content made available through or on our Services. In addition, although these Terms require our users to provide accurate information, we do not confirm or attempt to confirm any user’s purported identity or any other information or materials that any such user may make available through our Services as Content.

You are solely responsible for determining the identity and suitability of others who you contact via the Services, and assessing the safety, quality, accuracy and health risk associated with any Event or User Content. We will not be responsible for any damage or harm (including any personal injury or property damage) resulting from your interactions with other Users, or in connection with your participation in any Event. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular person, entity or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Company with respect to such actions or omissions.

  1. Promotions. We may email or provide you coupons, offers, and other specials from third parties (collectively “Promotions”). Company is not responsible for the redemption, errors, omissions, or expiration of Promotions. All Promotions featured as a part of the Services are subject to change without notice and we have no control over their legality or the ability of any merchant to complete the Promotion (including the sale in accordance with the offer).

  1. Acceptable Use Policy and Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO DO THE FOLLOWING: 

    1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;

    2. harass, threaten, demean, embarrass, or otherwise harm any other User of the Service;

    3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

    4. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

    5. make unauthorized recordings or screen captures of any content, including User Content, transmitted on or through the Service;

    6. as a Fan, simultaneously livestream any Event via a third-party audio-only or audiovisual platform, including, but not limited to, Facebook Live, Instagram Live, TikTok, and Twitch;

    7. interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another User of the Service; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

    8. attempt to access or search the Service or content available on the Service or download content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining, gathering, or extraction tools and the like) other than the software and/or search agents provided by The Company or other generally available third-party web browsers;

    9. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission, or provide any false, inaccurate, or misleading information to The Company;

    10. use the Service to Post any User Content or host any Opportunities relating to life-saving or life support systems, information or education, or any subject that could promote or lead to the loss of life or catastrophic property damage;

    11. sell or otherwise transfer the access granted under these Terms or any or any right or ability to view, access, or use any Materials;

    12. attempt to do any of the prohibited acts described herein or assist or permit any person in engaging in any of the acts described in this section;

    13. upload, post, display, or publish User Content on the Service that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening or harassing, or which encourages or promotes violence or any illegal activity;

    14. use the Service in any way which may exploit, harm, or attempt to exploit or harm any individual under 18 years old, for example by exposing them to inappropriate Content;

    15. upload, post, display, or publish Content on the Service that shows, includes or refers to:

      1. any individual under 18 years old (or which refers to individuals under 18 years old generally); or

      2. any other individual unless you have written documentation which confirms that all individuals shown or included or referred to in your Content are at least 18 years old, and you have a written consent from each individual to use their name or images (or both) in the Content;

    16. shows, promotes, advertises or refers to:

      1. firearms, weapons, or any goods whose sale, possession or use is subject to prohibitions or restrictions;

      2. drugs or drug paraphernalia;

      3. self-harm or suicide;

      4. incest;

      5. bestiality;

      6. violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation;

      7. necrophilia;

      8. urine, scatological, or excrement-related material;

      9. “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express and fully informed consent to that material (a) being taken, captured, or otherwise memorialized, or (b) being posted and shared on the Service);

      10. escort services, sex trafficking, or prostitution;

      11. contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else (including “deepfakes”);

      12. contains, promotes, advertises or refers to hate speech (being User Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic);

      13. contains or refers to anyone else’s personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for the Service including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person’s express written consent;

      14. either:

        1. in the case of User Content featuring public nudity, was recorded in or is being broadcast from a country, State or province where public nudity is illegal; or

        2. in the case of User Content featuring sexual activities, was recorded in or is being broadcast from a public place where members of the public are reasonably likely to see the activities being performed (this does not include outdoor places where members of the public are not present, for example private property such as a private backyard, or secluded areas in nature where members of the public are not present).

      15. gives the impression that it comes from or is approved, licensed or endorsed by us or any other person or company;

      16. causes or is calculated to cause inconvenience, or anxiety to anyone else or which is likely to upset, embarrass, or cause serious offence to anyone else;

      17. is used or is intended to be used to extract money or another benefit from anyone else in exchange for removal of the User Content; and/or

      18. xviii.involves or promotes third-party commercial activities or sales, such as contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads without our prior express consent.

    17. Do not use the Service to stalk, bully, abuse, harass, threaten or intimidate anyone else.

    18. Do not use the Service to engage in misleading or deceptive conduct, or conduct that is likely to mislead or deceive any other User.

    19. Respect the intellectual property rights of Creators, including by not recording, reproducing, sharing, communicating to the public or otherwise distributing their Creator Content without authorization.

  2. Complaints Policy. If you are a User of the Service, this Complaints Policy forms part of your agreement with us.

    1. How to make a complaint: If you have a complaint about the Service (including any complaint about User Content appearing on the Service or the conduct of a User), please send your complaint to support@squads.life including your name, address, contact details, a description of your complaint and, if your complaint relates to User Content, the URL for the User Content to which your complaint relates.

    2. How we will deal with complaints of illegal or non-consensual User Content: Following receipt of your complaint of illegal or non-consensual Content:

      1. we will take such steps as we consider to be appropriate to investigate your complaint within a timescale which is appropriate to the nature of your complaint;

      2. if we require further information or documents from you, we will contact you to let you know;

      3. we will in good faith investigate your complaint within seven (7) business days;

      4. if we are satisfied that the User Content is unlawful or non-consensual, we will immediately remove such User Content, and we will notify you of our decision by email or other electronic message;

      5. if we are satisfied that the User Content is not unlawful or non-consensual, we will notify you of our decision by email or other electronic message.

      6. Any dispute regarding our determination that Content is non-consensual will be submitted by us to a neutral arbitration association at our expense.

    3. How we will deal with other complaints: Following receipt of other complaints (including complaints related to other breaches of our Acceptable Use Policy):

      1. we will take such steps as we consider to be appropriate to investigate your complaint within a timescale which is appropriate to the nature of your complaint;

      2. if we require further information or documents from you, we will contact you to let you know;

      3. we will in good faith take such actions as we consider appropriate to deal with the issue which your complaint has raised. If you have complained about User Content which appears on the Service and we are satisfied that the User Content otherwise breaches our Acceptable Use Policy, we will act quickly to remove such User Content;

      4. we are not obligated to inform you of the outcome of your complaint.

    4. Unjustified or abusive complaints: If you are a User of the Service, you warrant that you will not make any complaint under this Complaints Policy which is wholly unjustified, abusive, or made in bad faith. If we determine that you have breached this warranty, we may suspend or terminate your account.

  3. Copyright Policy. The Company respects copyright law and expects its users to do the same. It is the Company’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

  4. Termination. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. In addition, the Company may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by deleting your account in the Settings tab of our app.

    1. Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate and you must immediately cease all use of the Service; (ii) you will no longer be authorized to access your account or the Service; (iii) you must pay The Company any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination and Sections 5, 9(c), 12, and 18 -24 will survive.

  5. Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Company Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (i) your use or misuse of the Service or User Content; (ii) your User Content or Feedback; (iii) your violation of these Terms; (iv) your use or disposal of any Coins or Coins; or (v) your violation of the rights of a third party or of applicable law. You agree to promptly notify The Company of any Claims and cooperate with the Company Parties in defending such Claims. You further agree that the Company Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND COMPANY.

  6. Disclaimers; No Warranties.

WE ARE UNDER NO OBLIGATION TO USE, EDIT OR CONTROL USER CONTENT THAT YOU OR ANY OTHER USER POSTS ON THE SERVICE AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR USER CONTENT. WE DO NOT GUARANTEE THAT ANY USER CONTENT IS ACCURATE, TRUTHFUL OR APPROPRIATE FOR ITS STATED PURPOSE. SQUADS MAY, HOWEVER, AT ANY TIME AND WITHOUT PRIOR NOTICE, SCREEN, REMOVE, EDIT, OR BLOCK ANY USER CONTENT THAT IN OUR SOLE JUDGMENT VIOLATES THESE TERMS OR IS OTHERWISE OBJECTIONABLE, SUCH AS, WITHOUT LIMITATION, USER CONTENT THAT SQUADS DETERMINES IS OR COULD BE INTERPRETED TO BE ABUSIVE, BIGOTED, DANGEROUS, DEFAMATORY, FALSE, HARASSING, HARMFUL, INFRINGING, MISLEADING, OBSCENE, OFFENSIVE, PORNOGRAPHIC, RACIST, THREATENING, UNLAWFUL, VIOLENT, VULGAR, OR OTHERWISE INAPPROPRIATE. YOU AGREE TO WAIVE, AND DO WAIVE, ANY LEGAL OR EQUITABLE RIGHT OR REMEDY YOU HAVE OR MAY HAVE AGAINST SQUADS WITH RESPECT TO USER CONTENT. YOU AGREE THAT YOUR ADHERENCE TO OR PARTICIPATION IN ANY ACTION, ACTIVITY, COMMAND, GUIDANCE, OR INSTRUCTION IN CONNECTION WITH USER CONTENT IS DONE SO AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY AND PRUDENT ACTIONS BEFORE ENGAGING IN ANY ACTIVITY THAT HAS A RISK OF HARM, INJURY OR DAMAGE TO ANY PERSON, ANIMAL, OR PROPERTY. YOU FURTHER AGREE THAT YOU WILL HAVE NO RIGHT TO ENFORCE A CLAIM FOR A BREACH OF THESE TERMS AGAINST SQUADS FOR ANY OTHER USER’S USE OF YOUR USER CONTENT IN VIOLATION OF THESE TERMS. IF ANOTHER USER VIOLATES ANY RIGHTS YOU HAVE IN YOUR USER CONTENT, YOU AGREE TO SEEK RELIEF FROM SUCH OTHER USER AND NOT SQUADS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.

Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

EXPORT CONTROL AND RESTRICTED COUNTRIES. You may not use, export, re-export, import or transfer any App except as authorized by United States law, the laws of the jurisdiction in which you obtained such App and any other applicable laws. In particular, but without limitation, no Apps may be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the App and Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the App and Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

  1. Assumption of Risk. You accept and acknowledge:

    1. You are solely responsible for determining what, if any, taxes apply to your transactions through the Service. Neither Company nor any other Company Party is responsible for determining the taxes that apply to such transactions.

  2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER The Company NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT The Company OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

    1. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL Company’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO The Company FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO Company, AS APPLICABLE. 

    2. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN The Company AND YOU.

  3. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 23 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you The Company are not required to arbitrate will be the state and federal courts located in the County of Wilmington and you and The Company each waive any objection to jurisdiction and venue in such courts.

  4. Dispute Resolution.

    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and The Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and The Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

    2. Exceptions. As limited exceptions to Section 23(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

  1. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

  2. Injunctive and Declaratory Relief. Except as provided in Section  ‎24(‎‎b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

  3. Class Action Waiver. YOU AND The Company AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

  4. Severability. With the exception of any of the provisions in Section 23(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

  1. General.

    1. Reservation of Rights. The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

    2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between The Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between The Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    3. Notices. Any notices or other communications provided by The Company under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    4. Waiver of Rights. Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

    5. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

    6. Consent to Electronic Communications. By using the Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

    7. Contact Information. The Service is offered by Unnamed Startup, Co. d/b/a The Company, located at 119 Fuller Street Brookline, MA 02446. You may contact us by sending correspondence to that address or by emailing us at support@squads.life.

    8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

    9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.