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Terms of Service

 

Last updated October 31, 2019

 

LICENSE AND TERMS OF USE AGREEMENT

 

SquadPod provides a cloud-based SaaS productivity platform designed to improve interactions, streamline workflows, improve productivity, and help users stay connected and informed across all roles or locations with tools such as chat, tasks, file storage, video and voice conferencing via the SquadPod website located at https://squadpod.com (the “Site”) and via SquadPod’s mobile application (the “App” and collectively with the Site, the “SquadPod Platform”). For purposes of this Agreement (defined below), “Services” shall mean all services, features, functionality, and content provided through the SquadPod Platform.

 

These Terms of Service, including any documents incorporated by reference herein (collectively, this “Agreement”), is entered into by you (“you” or “your”) and SquadPod, Inc. (“SquadPod,” “us,” “our,” or “we”), and governs your access to and use of the SquadPod Platform and the Services whether as a Customer or Guest. This Agreement applies even if your use of the SquadPod Platform and the Services are for a limited time or on a free trial basis. You and SquadPod may be referred to in this Agreement individually or collectively as a “Party” or the “Parties.”

 

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING THE SQUADPOD PLATFORM OR ANY OF THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OR OLDER, THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND THAT YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SQUADPOD PLATFORM OR THE SERVICES.

 

PLEASE NOTE THAT THIS AGREEMENT requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.

 

Some of the capitalized terms not defined in the text shall have the meanings given those terms in Section 29 of this Agreement.

 

If you have any questions regarding the meaning or application of this Agreement, please direct your questions to: support@squadpod.com

 

1. Accounts; Fees; Payment Terms.

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To use the SquadPod Platform and the Services, as either a Customer or Guest, you will first need to create a SquadPod account (“Account”). When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account and for keeping your Account password secure. You may change your password at any time by updating your Account profile within the SquadPod Platform. In addition, you agree to immediately notify SquadPod of any unauthorized use of your password or Account or any other security breach. SquadPod will not be liable for any loss or damage arising from or related to your failure to comply with the provisions of this Agreement or to secure your Account and password, including, but not limited to, selecting a password that is easily compromised. You are not allowed to use another user’s Account. Unless previously notified otherwise, we have the right to assume that anyone visiting our Site or the App or using the SquadPod Platform or the Services with a correct Account and password combination is the authorized user of that Account.

 

By creating an Account with SquadPod, you represent that you are of legal age and capacity to enter into a binding contract and you are not barred by any Laws from using the Services. You agree to provide true, accurate, current, and complete information about yourself in all required fields of the Account registration form. If any of your information changes, you agree to update your Account information as soon as possible. If we have reason to suspect that your registration information is not complete, current, or accurate, or that you have otherwise violated this Agreement, your Account will be subject to suspension or termination, in our sole discretion, and you may be barred from using the Services.

 

You agree to pay SquadPod all applicable service and add-on fees (collectively, the “Fees”) for your use of the Services, as indicated in the SquadPod Platform, for the Plan or Plans you select. You will be required to provide credit card information or other payment information which may be billed on a recurring basis depending on the Plan or Plans selected. SquadPod utilizes third-party vendors for processing Fees and is not liable for any actions by any such third-party vendors processing payments, or any interaction between you and such third-party vendors. SquadPod reserves the right to adjust its Fees and other charges from time to time upon at least 30 calendar days’ advance written notice to you, unless otherwise specified within the SquadPod Platform. Any increases in applicable Fees would become effective following the conclusion of your then-current term for the affected Plans. Fees are non-refundable even if you discontinue your Plan or Plans or your Account is suspended or terminated before the end of the paid-for term. SquadPod, in its sole discretion, may offer refunds in the form of service credits for use in connection with payment of Fees.

 

Once your Account is established, your purchase of a Plan or Plans entitles you to create a certain number of shared workspaces within the SquadPod Platform (each, a “Squad”). After forming a Squad, you may invite a number of Guests to join the Squad based upon the specifics of the Plan selected. 

 

2. License Grant.

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SquadPod may make certain components of the SquadPod Platform available for download through third-party app stores or other channels. Subject to your compliance with the terms and conditions of this Agreement, SquadPod grants you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, license to access and use the object code versions of such components solely for the purpose of using the Services. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying.

 

The limited license granted herein does not extend to any collection, aggregation, copying, duplication, display or derivative use of the SquadPod Platform or the Services, or any use of data mining or similar data gathering and extraction tools for any purpose unless expressly permitted by SquadPod.

 

SquadPod shall use commercially reasonable efforts to provide the Services, for remote electronic access and use by you approximately 24 hours per day, seven days per week, every day of the year, except for:

 

  • Scheduled downtime.

  • Service downtime or degradation due to a Force Majeure event.

  • Any other circumstances beyond SquadPod’s reasonable control, including communication interruptions, your use of Third-Party Materials, misuse of the SquadPod Platform, or use of the SquadPod Platform other than in compliance with the express terms of this Agreement.

  • Any suspension or termination of your access to or use of the SquadPod Platform as permitted by this Agreement.

 

3. Service and System Control.

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Except as otherwise expressly provided in this Agreement, as between the Parties:

  • SquadPod has and will retain sole control over the ownership, operation, provision, maintenance and management of the SquadPod Platform and the Services including the: (i) SquadPod Systems; (ii) selection, deployment, modification and replacement of the SquadPod Platform; and (iii) performance of any maintenance, upgrades, corrections and repairs.

  • You have and will retain sole control over the ownership, operation, maintenance and management of, and all access to and use of, your network, hardware and information technology infrastructure (collectively, “Your Systems”), and sole responsibility for all access to and use of the Services by any person by or through Your Systems or any other means controlled by you.

 

4. Modification of the SquadPod Platform and the Services.

 

SquadPod reserves the right, in its sole discretion, to make any changes to the SquadPod Platform or the Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of SquadPod’s services to its customers, (ii) the competitive strength of or market for SquadPod’s services or (iii) the cost efficiency or performance of the SquadPod Platform or the Services; (b) to comply with applicable Law, or (c) make other changes to the SquadPod Platform or the Services as it deems necessary or appropriate from time to time. You agree that SquadPod will not be liable for any modification, suspension or discontinuance of the SquadPod Platform, or of any Service, content, feature or product offered through the SquadPod Platform. Your continued use of the SquadPod Platform and the Services after those changes will indicate your acceptance of the changes.

 

5. Reservation of Rights.

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Except for the limited use of the SquadPod Platform and Services as provided in this Agreement, nothing in this Agreement grants any right, title or interest in or to you (including any license under) of any Intellectual Property Rights in or relating to the SquadPod Platform, the Services, or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the SquadPod Platform, the Services, and any other SquadPod Properties and the Third-Party Materials are and will remain with SquadPod and the respective rights holders in the Third-Party Materials.

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6. User Data; Storage; Security.

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The SquadPod Platform enables you to upload, share, and store information, documents, and other materials within your Squad or Squads (collectively, “User Data”). You retain ownership of your User Data. You grant SquadPod a royalty free, worldwide, non-exclusive, transferable license to access, use, process, copy, distribute, perform, export and display your User Data as necessary: (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Privacy Policy; and (d) as expressly permitted by you in writing or affirmatively within the SquadPod Platform. You represent and warrant that you have secured all rights in and to the User Data from your Guests as may be necessary to grant this license.

 

SquadPod will use commercially reasonable efforts to employ security measures in accordance with SquadPod’s privacy policy as amended from time to time, as available on SquadPod’s website at https://squadpod.com/privacy-policy (the “Privacy Policy”). You acknowledge that those security measures may be vulnerable to unauthorized access or use notwithstanding SquadPod’s efforts. In consideration of our provision of the SquadPod Platform and the Services, you accept the full risk of any security failures. SquadPod will use commercially reasonable methods to notify you in the event we become aware of any unauthorized access to your User Data. SquadPod will back up your communications and conversations within the SquadPod Platform, but not your files, on a daily basis while your Account is active. Once your Account is no longer active, those daily backups immediately will discontinue. We may maintain historical daily backups for 90 calendar days, but are not obligated to do so.

 

7. Plan Terms; Automatic Renewal; Termination.

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SquadPod offers access to the Services as set forth within the Plans. SquadPod’s automatic renewal feature for your Plan or Plans means it or they will automatically renew as indicated within the SquadPod Platform and you will be billed applicable Fees on a recurring basis. You may disable the automatic renewal feature in your Account settings at any time after registration. 

 

To permanently delete a Squad, you must disable the automatic renewal feature in your Account settings, and terminate the corresponding Plan as provided within the SquadPod Platform. Please note that an election to terminate a Plan will occur immediately and not at the end of your Plan’s term. Alternatively, if you disable SquadPod’s automatic renewal feature in your Account settings without terminating the Plan, your Plan will simply expire at the end of the then-current term. If you choose to terminate your Plan or Plans for any reason or if your Plan or Plans expire, your Add-Ons for such Plan or Plans will also terminate regardless of the expiration date of an individual Add-On.

 

SquadPod may, directly or indirectly, and by the use of a disabling device or any other lawful means, suspend, terminate or otherwise deny your access to or use of all or any part of the SquadPod Platform or the Services, without incurring any resulting obligation or liability, if: (a) SquadPod receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires SquadPod to do so; or (b) SquadPod believes, in its sole discretion, that (i) you have failed to comply with any material term of this Agreement or accessed or used the SquadPod Platform or the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (ii) you are, have been, or are likely to be involved in what SquadPod perceives to be any fraudulent, misleading, inappropriate, or unlawful activities, or (iii) this Agreement expires or is terminated. Upon suspension or termination, your right to use the SquadPod Platform and the Services will immediately cease. You agree that any suspension or termination of your access to or use of the SquadPod Platform and the Services may be effected without prior notice. This Section 7 does not limit any of SquadPod’s other rights or remedies, whether at law, in equity or under this Agreement. SquadPod shall not be liable even if its assessments of the conduct noted above prove not to be accurate.

 

All Fees are non-refundable, including, without limitation, Fees for unused Add-Ons, even if your Account is suspended or terminated before the end of the paid-for Plan term, and without regard to intervening downtime or other service interruption.

 

Upon termination or expiration of your Account for any reason, including, without limitation, any failure to pay Fees when due, SquadPod has the right, but not the obligation, to delete User Data and other information. We shall not be liable for the deletion of User Data or other information or for the election not to do so within a certain timeframe. You remain solely responsible for the export or transfer of User Data and other information to another site or medium at your expense prior to any expiration or termination of your Account. Subject to its obligations under this Agreement, SquadPod will typically maintain historical User Data and other information for 90 days after an Account is terminated and you may choose to re-activate your Account, Plans, and any corresponding Add-Ons within this period. Upon such re-activation, your Plans and any Add-Ons will retain their previous expiration dates. You expressly agree that you will not be entitled to any pro-rated refund of the Fees upon such re-activation.

 

8. Prohibited Uses.

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You may use the SquadPod Platform and the Services only for lawful purposes and in accordance with this Agreement. You agree not to use the SquadPod Platform and the Services or permit any other party, including, without limitation, your authorized users, to use the SquadPod Platform and the Services:

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  • In any way that violates any applicable Law or gives rise to civil or criminal liability.

  • For the purpose of soliciting, distributing, or exploiting personally identifiable information.

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set forth below in this Agreement.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “spam”, or any other similar solicitation.

  • To impersonate or attempt to impersonate SquadPod, a SquadPod employee, another customer or user, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the SquadPod Platform or the Services or which, as determined by us, may harm SquadPod or users of the SquadPod Platform and the Services, or expose them to liability.

  • For any purpose that constitutes a criminal offense or illegal civil conspiracy.

  • To disclose private medical or personally identifiable information of another person, except as permitted by Law.

 

Additionally, you agree not to directly or indirectly:

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  • Use the SquadPod Platform in any manner that could disable, overburden, damage, or impair the SquadPod Platform or interfere with any other party’s use of the SquadPod Platform or the Services, including their ability to engage in real time activities through the SquadPod Platform.

  • Use any robot, spider or other automatic device, process or means to access the SquadPod Platform for any purpose, including monitoring or copying any of the material on the SquadPod Platform.

  • Use any manual process to monitor or copy any of the material on the SquadPod Platform or for any other unauthorized purpose without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of the SquadPod Platform.

  • Input, upload, transmit or otherwise provide to or through the SquadPod Platform or the SquadPod Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby, or (b) prevent you or others from accessing or using the SquadPod Platform or the Services. The foregoing does not include any SquadPod disabling device authorized by SquadPod.

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the SquadPod Platform, the SquadPod System, the server on which the SquadPod Platform is stored, or any server, computer or database connected to the SquadPod Platform.

  • Reproduce, duplicate, copy, sell, resell, reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the SquadPod Platform, in whole or in part or otherwise exploit for any commercial purposes, any portion of, use of, or access to the SquadPod Platform or the Services.

  • Frame or mirror any part of the SquadPod Platform without our prior written consent.

  • Access or use the SquadPod Platform, the Services or SquadPod Properties in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of SquadPod or of any third party (including any unauthorized access, misappropriation, use, alteration, destruction or disclosure of the data of any SquadPod customer).

  • Otherwise attempt to interfere with the proper working of the SquadPod Platform or the Services.

 

If we believe in our discretion that you are engaging or attempting to engage in any of the foregoing, then we may, but shall not have a duty, to: (a) block your access to the SquadPod Platform; (b) suspend or terminate any Services being provided to you; (c) implement corrective or remedial measures; (d) pursue any remedies permitted by Law; (e) pursue you for any damages caused by you or anyone using your Account; and (f) notify regulatory agencies, credit reporting bureaus, and others of that activity in our discretion without liability to you.

 

9. User Contributions, Feedback and Other Submissions.

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By submitting, uploading, publicly disclosing, posting, or transmitting any files, information, content, messages, feedback, or other data for public disclosure or engaging in any other form of communication to or with the SquadPod Platform (“User Contributions”), you warrant and represent that you are the owner of the User Contributions or that you have all the rights necessary to submit, disclose, post, upload, transmit and otherwise use any of the User Contributions for your intended purpose. You also understand and acknowledge that you are responsible for any User Contributions you submit and you, not SquadPod, have full responsibility for that content, including its legality, reliability, accuracy, and appropriateness. We are not responsible, or liable, to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the SquadPod Platform.

 

By publicly posting User Contributions within the SquadPod Platform, you grant, and you represent and warrant that you have the right to grant, to SquadPod an irrevocable, perpetual, fully-paid, worldwide non-exclusive license to use, copy, perform, display and distribute any User Contributions and to prepare derivative works of, or incorporate into other works, the User Contributions, and to grant and authorize sublicenses of the foregoing.

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We have the right, but not the obligation, to:

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  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that the User Contribution violates this Agreement, including the Content Standards in Section 10, infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the SquadPod Platform or the public or could create liability for SquadPod.

  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the SquadPod Platform.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the SquadPod Platform. YOU WAIVE AND HOLD HARMLESS SQUADPOD AND ITS AFFILIATES (DEFINED BELOW) FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SQUADPOD AND ITS AFFILIATES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SQUADPOD AND ITS AFFILIATES OR LAW ENFORCEMENT AUTHORITIES.

 

However, we do not review and have no duty to review User Contributions before it is posted within the SquadPod Platform, and cannot ensure removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section, notwithstanding any notice to us of potential violations or material harm. We shall also not be liable if any protective or remedial measures we implement are not sufficient to remedy the harm.

 

10. Content Standards.

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These Content Standards apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable Laws. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

  • Infringe any patent, trademark, trade secret, copyright or other Intellectual Property Rights or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable Laws or that otherwise may be in conflict with this Agreement, including our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.

  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

  • Give the impression that they emanate from or are endorsed by SquadPod or any other person or entity, if this is not the case.

 

11. Privacy.

 

Your privacy is important to SquadPod. Our Privacy Policy describes how we collect, use, and protect the information we collect from you. By using the SquadPod Platform and the Services, you consent to all actions taken by us with respect to information we collect from you in compliance with the Privacy Policy, which is incorporated into this Agreement by this reference and available through the SquadPod Platform.

 

12. Links to Third-Party Sites and Resources.

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For your convenience, the SquadPod Platform may contain links to other websites and resources provided by third parties. These links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those websites and accept no responsibility for them or for any loss or damage that may arise from your use of those sites or their content. If you decide to access any of the third-party websites linked to the SquadPod Platform, you do so entirely at your own risk and subject to the terms and conditions of use for those websites. We have not reviewed the contents of those websites and providing links to any websites is not and should not be deemed an endorsement of those websites by us.

 

13. Content and Services Provided by Third Parties.

 

The SquadPod Platform may contain content supplied by parties other than SquadPod. Any opinions, advice, judgments, statements or other information or content expressed or made available by third parties are those of the respective author(s) and not of SquadPod. SquadPod and its Affiliates make no guarantees to the accuracy, completeness or usefulness of any content, nor its merchantability or fitness for a particular purpose.

 

14. Intellectual Property Rights.

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All materials, including images, illustrations, designs, icons, photographs, text, software, graphics, videos, music and sounds that are part of the SquadPod Platform and our Services are protected by U.S. and state copyright laws, international treaties and other intellectual property laws. All copyrighted or trademarked material or other intellectual property used by us in connection with the SquadPod Platform and our Services are owned by us or others who have given us permission to use their protected intellectual property.

 

All right, title and interest in and to the SquadPod Platform, the Services, the SquadPod Properties, and Third-Party Materials, including all Intellectual Property Rights therein, are and will remain, respectively, with SquadPod and the respective rights holders in the Third-Party Materials. You have no right or license with respect to the SquadPod Platform, the SquadPod Properties, or Third-Party Materials except as expressly authorized under this Agreement.

 

All other rights are expressly reserved by SquadPod and the respective third-party licensors. You hereby unconditionally and irrevocably assign to SquadPod your entire right, title and interest in and to any Intellectual Property Rights that you may acquire in or relating to any of the SquadPod Platform and the SquadPod Properties (including any rights in derivative works, improvements, modifications, or other changes relating thereto), whether acquired by operation of law, contract, assignment or otherwise. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to SquadPod an assignment of all right, title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. SquadPod may access your Account and User Data to prepare Resultant Data.

 

You hereby grant to SquadPod a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the SquadPod Platform and Services any suggestions, enhancement requests, recommendations or other feedback provided by you.

 

If you believe any of the content on the SquadPod Platform infringes the Intellectual Property Rights of another, you may send us a notice of alleged infringement that complies with the Digital Millennium Copyright Act. Please see our DMCA Notice for more information.

 

15. Disclaimer of Warranties.

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You acknowledge and agree that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. SquadPod does not guarantee the SquadPod Platform or the Services will be uninterrupted, timely, secure, or error-free or that content loss will not occur. You understand that SquadPod cannot and does not guarantee or warrant uninterrupted services or that files available for downloading from the Internet, wireless networks, the SquadPod Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the SquadPod Platform for any reconstruction of any lost data. SQUADPOD WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY DENIAL-OF-SERVICE ATTACKS, VIRUSES OR OTHER HARMFUL MATERIAL THAT MAY INFECT YOUR SYSTEMS, COMPUTER PROGRAMS, USER DATA OR OTHER PROPRIETARY MATERIAL WHETHER DUE TO YOUR USE OF THE SQUADPOD PLATFORM, ANY SERVICES OR OTHERWISE OR ITEMS OBTAINED THROUGH THE SQUADPOD PLATFORM, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SQUADPOD PLATFORM, OR ON ANY WEBSITE LINKED TO THE SQUADPOD PLATFORM.

 

YOUR USE OF THE SQUADPOD PLATFORM AND ANY SERVICES IS AT YOUR OWN RISK. THE SQUADPOD PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SQUADPOD, NOR ANY PARENT, SUBSIDIARY, NOR OTHER AFFILIATE OF SQUADPOD, NOR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “AFFILIATES”), MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SQUADPOD PLATFORM OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SQUADPOD NOR ITS AFFILIATES REPRESENT OR WARRANT THAT THE SQUADPOD PLATFORM OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SQUADPOD PLATFORM OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SQUADPOD PLATFORM OR ANY SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

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SQUADPOD AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

16. Limitation on Liability.

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IN NO EVENT WILL SQUADPOD OR ITS AFFILIATES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SQUADPOD PLATFORM OR ANY SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY A DATA BREACH, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF YOUR ACCOUNT OR USER DATA, TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL SQUADPOD’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID BY YOU TO SQUADPOD PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

 

17. Indemnification.

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You agree to defend, indemnify, and hold harmless SquadPod and its Affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement, your use of the SquadPod Platform or the Services, including, but not limited to, User Data, your User Contributions, any use of the SquadPod Platform’s content, services and products other than as expressly authorized in this Agreement or your use or misuse of any information obtained through the SquadPod Platform.

 

18. Dispute Resolution by Binding Arbitration; Governing Law and Jurisdiction.

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PLEASE READ THIS BINDING ARBITRATION REQUIREMENT CAREFULLY. IT AFFECTS YOUR RIGHTS. ARBITRATION IS LESS FORMAL THAN A LAWSUIT IN COURT. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN A COURT DOES, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS.

 

Any legal suit, action, or proceeding arising out of, or related to, this Agreement, the Privacy Policy, the SquadPod Platform or the Services will be instituted exclusively according to this binding arbitration provision. You agree to arbitrate all disputes and claims between us arising out of or relating to this Agreement, the Privacy Policy, the SquadPod Platform or the Services (each, a “Dispute”) and that all Disputes will be processed pursuant to this binding arbitration agreement. The types of Disputes we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to: (a) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (b) claims that arose before these or any prior Terms of Service, or any versions thereof (including, without limitation, claims relating to advertising); (c) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (d) claims that may arise after the termination of this Agreement.

 

For the purposes of this arbitration agreement, references to SquadPod and “us” includes our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or Use or any prior agreements between us. 

 

Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by agreeing to this Agreement, you and SquadPod are each waiving the right to a trial by jury or to participate in a class action. this Agreement evidences a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of this Agreement.

 

A party who intends to seek arbitration must first send, by U.S. certified mail, a written notice of any Dispute (“Notice”) to the other party. A Notice to SquadPod should be addressed to the address set forth in the SquadPod Platform and must describe the nature and basis of the Dispute and set forth the specific relief sought (“Demand”). If SquadPod and you do not reach an agreement to resolve the Dispute within 30 days after the Notice is received, you or SquadPod may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by SquadPod or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SquadPod is entitled.

 

All unresolved Disputes will be determined and settled by binding arbitration before an independent arbitrator selected by the parties. The arbitration hearing will occur at a time and place convenient to the Parties in Maricopa County, Arizona, within 30 days of selection or appointment of the arbitrator. The arbitration will be governed by applicable rules of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration. Notwithstanding any provisions in such rules to the contrary, the arbitrator will issue findings of fact and conclusions of law, and an award, within 15 days of the date of the hearing, unless the parties otherwise agree. The Parties will select an arbitrator from a panel list made available by the AAA. If the Parties are unable to agree to an arbitrator within ten days of expiration of the 30-day negotiation period referenced above, the arbitrator will be chosen by alternatively striking from a list of five arbitrators obtained by SquadPod from the AAA. The party that delivered the Notice will have the first strike.

 

The prevailing or successful party to any Dispute is entitled to recover all expenses of arbitration, including, without limitation, reasonable attorneys’ fees, witness fees, administrative fees, and arbitrator’s fees.

 

You waive any and all objections to the exercise of jurisdiction over you by any courts and to venue in such courts pursuant to the foregoing arbitration agreement.

 

Subject to the foregoing, all matters relating to this Agreement, the Privacy Policy, the SquadPod Platform or the Services and any Dispute arising therefrom or related thereto (in each case, including non-contractual Disputes), will be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

 

19. Limitation on Time to File Claims.

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR PRIVACY POLICY, THE SQUADPOD PLATFORM, THE SERVICES OR BREACH OF THIS AGREEMENT, MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, THE CAUSE OF ACTION OR CLAIM SHALL BE PERMANENTLY BARRED.

 

20. Attorneys’ Fees.

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In the event that any action, suit, or other legal or dispute resolution proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to the SquadPod Platform, the Services, this Agreement, and our Privacy Policy, or any other agreement between the Parties, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.

 

21. Waiver and Severability.

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No waiver by SquadPod of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of that term or condition or a waiver of any other term or condition, and any failure of SquadPod to assert a right or provision under this Agreement shall not constitute a waiver of that right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent so that the remaining provisions of this Agreement will continue in full force and effect.

 

22. Entire Agreement.

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This Agreement, including our Privacy Policy, constitutes the sole and entire agreement between you and SquadPod with respect to the SquadPod Platform and the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the SquadPod Platform and the Services.

 

23. Geographic Restrictions.

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SquadPod is based in the State of Arizona in the United States. We provide the SquadPod Platform and our Services for use by persons located in the United States. We make no claims that the SquadPod Platform or any of the Services are accessible or appropriate outside of the United States. Access to the SquadPod Platform and the Services may not be legal by certain persons or in certain countries. If you access the SquadPod Platform or use the Services from outside the United States, then you do so on your own initiative and at your own risk.

 

24. Users Outside of the United States.

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The data protection and other laws of the United States and other countries might not be as comprehensive as those in your country. By using the SquadPod Platform and the Services as well as communicating with a SquadPod representative via email, telephone, or through other means, you consent to your information being transferred to our facilities and to the facilities of those third parties with whom we share it as described in our Privacy Policy.

 

25. Changes in Regulations.

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It is our policy to comply with the legal requirements applicable to the provision of our services to our customers and to other users. Accordingly, if applicable Laws conflict with the terms of this Agreement in effect from time to time, this Agreement shall automatically be amended to the extent necessary to cause it to comply with those requirements, regardless of whether we have provided you with notice of those changes.

 

26. Changes to the Agreement.

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This Agreement was last modified on the date first written above. If we change this Agreement, except as noted in the preceding section, we will post those changes on the SquadPod Platform, and we may notify you by email to the email address specified in your Account. You are responsible for ensuring that we have an up to date active email address for you and that you periodically visit this Agreement to check for any updates.

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YOU ARE HEREBY ADVISED THAT YOUR CONTINUED USE OF THE SQUADPOD PLATFORM AND THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF ANY AMENDMENTS TO AND THE MOST RECENT VERSION OF THIS AGREEMENT.

 

27. Force Majeure.

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Neither Party shall be liable for delays or failures to perform their obligations under this Agreement (other than your obligation to pay SquadPod Fees due hereunder) to the extent the failure was caused by events such as an act of God, war, act of terrorism, power or communication system failure, act of government or any other cause beyond the reasonable control of that Party. If a force majeure event occurs, the Party affected by it shall provide prompt notice of it to the other Party.

 

28. Surviving Terms.

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The provisions set forth in Sections 3, 5, 6, 8, 14, 15, 16, 17, 18, 19, 20, 21, and 22, and any other right or obligation of the Parties that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

 

29. Definitions.

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All capitalized terms not defined elsewhere in this Agreement shall have the following meanings, unless the context clearly requires otherwise.

 

“Customer” means the organization that you represent in agreeing to this Agreement. If your Account is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the Account.

 

“Guest” means an individual user of the SquadPod Platform invited by a Customer to a Squad or Squads.

 

 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, domain registration or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection in any part of the world, including any improvements, derivative works, and modifications related thereto.

 

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, tribal, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

 

“Plan” or “Plans” means the membership plan you select with the SquadPod Platform, including, without limitation, “Free Chat,” “Starter,” “Plus,” “Pro,” and “Premium” as each may be modified, in SquadPod’s sole discretion, from time-to-time.

 

“Resultant Data” means information, data and other content that is derived by or through the SquadPod Platform or the Services and is sufficiently different from User Data so that User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of that information, data or content.

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“SquadPod Properties” means the SquadPod Platform, the Services, and the SquadPod Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by SquadPod or any third party in connection with the SquadPod Platform, the SquadPod Systems, and the Services or otherwise comprise or relate to the SquadPod Platform, the SquadPod Systems, or the Services. For the avoidance of doubt, SquadPod Properties include Resultant Data and any information, data or other content derived from SquadPod’s monitoring of your access to or use of the SquadPod Platform, but do not include User Data.

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“SquadPod Systems” means the information technology infrastructure used by or on behalf of SquadPod, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by SquadPod or through the use of third-party services.

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“Third-Party Materials” means all materials and information in any form or medium, including software, documents, data, content, specifications, products, equipment or components of or relating to the SquadPod Platform that are not proprietary to SquadPod.

 

30. Digital Millennium Copyright Act Compliance Notice.

 

SquadPod will process notices of alleged infringement that it receives and will take appropriate actions as required by the Digital Millennium Copyright Act (the “DMCA”) and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to SquadPod’s designated agent:

 

support@squadpod.com

 

SquadPod Inc.
8501 E. Princess Drive, #200
Scottsdale, Arizona 85255

 

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)): (1) Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SquadPod to locate the material (4) Information reasonably sufficient to permit SquadPod to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

This Agreement was updated on October 31, 2019.

 

If you have questions or concerns regarding our policies, contact us.

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