These Altitude Supplemental Terms (the “Altitude Terms”) sets forth the terms and conditions between Squads, Inc. (“Squads”, “us”, “our” or “we”) and Customer (“Customer”, “you,” or “your”) which govern Customer’s access and use of the Altitude Platform and Services. Squads and Customer may individually be referred to as a “Party” and collectively the “Parties.”
You accept this Altitude Terms, and it becomes effective on the date that you either (a) sign up for the Services through an online ordering process that refers to this Altitude Terms or (b) enter into an Order Form for the Services that refers to this Altitude Terms (the “Effective Date”). If you are accessing or using the Services on behalf of an organization (such as your employer), you represent and warrant that you are authorized to bind that organization to this Altitude Terms, in which case “Customer”, “you” or “your” will refer to such organization. If you do not have authority to bind your organization or do not agree with any provision of this Altitude Terms, you must not accept this Altitude Terms and may not use the Services.
These Altitude Terms are incorporated into (and, for clarity, do not supersede or replace) Squads Terms and Conditions, available at https://squads.xyz/legal/terms-of-service (the “Terms and Conditions”), to which you agreed when you created your Squads account. The Terms and Conditions, including and without limitation, the provisions therein relating to dispute resolution, disclaimers of warranties and limitations of liability, remain in effect. Unless otherwise defined below, all capitalized terms shall have the meaning set forth by their respective definitions within the Terms and Conditions.
THE SERVICES AND THE ALTITUDE ACCOUNT, EACH AS DEFINED BELOW, IS AN UNREGULATED SERVICE. IT IS NOT SUPERVISED, LICENSED, OR ENDORSED BY ANY FINANCIAL SERVICES AUTHORITY AND IS NOT AFFILIATED WITH ANY REGULATED ENTITY. BEFORE MAKING ANY FINANCIAL OR INVESTMENT DECISIONS, CONTACT A PROFESSIONAL ADVISOR.
THE ALTITUDE ACCOUNT WAS NOT DEVELOPED FOR, AND IS NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANY COUNTRY WHERE IT IS UNLAWFUL FOR YOU TO AVAIL YOURSELF OF SAME, OR ANY COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, OR ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS” AND EACH A “RESTRICTED JURISDICTION”) OR ANY PERSON WHO RESIDES IN, IS OWNED, CONTROLLED, OR LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED JURISDICTION OR AFFILIATED WITH ANY SUCH PERSON, ANY PERSON LISTED ON ANY SANCTIONS LIST MAINTAINED BY ANY JURISDICTION, OR A RESIDENT OF OR LOCATED IN ANY COUNTRY OR JURISDICTION THAT RESTRICTS ACCESS TO OR PROHIBITS USE OF DIGITAL ASSETS OR CRYPTO CURRENCIES (COLLECTIVELY, “RESTRICTED PERSONS” AND EACH A “RESTRICTED PERSON”). IF YOU ARE A RESTRICTED PERSON OR LOCATED IN A RESTRICTED JURISDICTION OR ACTING ON BEHALF OF A RESTRICTED PERSON OR A PERSON OR ENTITY IN A RESTRICTED JURISDICTION, THEN DO NOT USE OR ATTEMPT TO USE THE SERVICES OR THE ALTITUDE ACCOUNT, OR MAKE USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK, TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN.
BY USING THE SERVICES, YOU REPRESENT THAT: (A) YOU ARE NOT A RESTRICTED PERSON AND (B) YOU WILL NOT COORDINATE, CONDUCT OR CONTROL (INCLUDING IN SUBSTANCE OR EFFECT, MAKING DECISIONS WITH RESPECT TO) YOUR USE OF THE ALTITUDE ACCOUNT FROM WITHIN ANY RESTRICTED JURISDICTION OR FOR THE BENEFIT OF A RESTRICTED PERSON.
1. Definitions And Interpretation
1.1. Definitions. The following terms shall have the meanings ascribed to them below:
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person.
“Authorized Persons” has the meaning set forth in Section 4.8.
“Squads Protocol” decentralized protocol that enables businesses to transact, manage and control on-chain digital assets to conduct certain types of financial transactions.
“Squads Application” means any software application or service that Squads makes available or creates.
“Squads Data” means (i) data or information data and information, including Customer Data, provided Customers to Squads through use of the Squads Application or Services.
“Squads Entity” means Squads and any Affiliates.
“Squads Materials” means any Customer Data, or other information including without limitation Transaction instructions accessible to the Parties through the Services.
“Customer” means any user of Squads Application.
“Customer Data” means all information a Party receives about any Customer, including any Customer transaction records or any other Customer information received by either Party through the Services.
“Altitude Account” means an self-custodial digital asset account created programmatically by the Squads Protocol which enables eligible Customers to own, control, and make payments using stablecoins such as USDC and EURC.
“Payouts” has the meaning set forth in Schedule A.
“Initial Term” has the meaning set forth in Section 9.1.
“Intellectual Property Rights” includes but is not limited to any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
“Interfering Activities” means (i) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any current or prospective client, customer (including any Customer), or other Person having a business relationship with Squads to cease doing business with, or to reduce the amount of business conducted with Squads including ceasing use of the Squads Services; (ii) restricting or seeking to stop any current or prospective client, customer, licensee or other business relation of Squads from using or investing in, any products and services offered by Squads; (iii) soliciting any Customer or Customer to utilize products and services offered by Customer or a third party provider in lieu of the Squads Services; (iv) tortuously interfering with the ability of Squads to develop, launch, manage, operate, administer, sell, market, redeem, custody, clear, offer, promote or otherwise act as a service provider to Customers or Customer; or (v) affirmatively recommending a Squads competitor.
“Losses” shall mean all losses (including but not limited to negative and charged off balances associated with Accounts), liabilities, damages and claims (including taxes), and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).
“Marks” has the meaning in Section 11.2.
“Person” means any individual, corporation, partnership, limited liability company, trust, unincorporated entity or other legal entity.
“Personal Data” means Customer Data relating to an identified or identifiable natural person.
“Processor” means, for purposes of this Altitude Terms, a Customer-approved entity contracted and managed by Customer, engaged in the business of processing data exclusively of a financial, banking or economic nature, including the deposit, load, transfer, or withdrawal of funds to or from the Account.
“Regulatory Authority” means, as the context requires, any Payment Network and any governmental agency or authority having jurisdiction over Squads or Customer.
“Renewal Term” has the meaning set forth in Section 9.1.
“Services” has the meaning set forth in Section 2.1.
“Supported Crypto Assets” means any digital asset that is supported by the Services.
“Term” has the meaning set forth in Section 9.1.
“Third-Party Services” means any third-party product and service, including any information and data contained therein or made available through such products and services, together with any related manuals, instructions, or other documents or materials (in any form or medium), that Squads is authorized to resell, license, sublicense or otherwise make available to Customer. Certain Third-Party Services may require you to enter into a separate agreement with the provider of such services. We do not endorse, control, or assume any responsibility for these Third-Party Services. Your use of any Third-Party Service is entirely at your own risk and is subject to the terms and conditions of that third party
2. Services
2.1. General. The purpose of the Altitude Terms is to set forth the rights and obligations of each Party in relation to the role of Squads’ offering of the Services. Squads is not a bank or other type of financial institution and does not accept deposits or otherwise provide any financial services. Squads is a software technology solution that provides an online platform (the “Altitude Platform” or “Altitude”) that is designed to enable Customers to create and control a self-custodial digital asset account (an “Altitude Account”) and, through this account, to own, control, and make payments using stablecoins such as USDC and EURC and any other Supported Crypto Assets. Squads integrates Third-Party Services that enable Customers to send and receive ACH, Wire, SEPA, and stablecoin transfers in approved jurisdictions. All transactions through the Altitude Account settle in, or are funded in, Supported Crypto Assets. For avoidance of doubt, Customers cannot receive, hold, deposit, transmit or otherwise transact using fiat currencies through the Altitude Account. Squads further may pay Customers rewards based on amounts of Supported Crypto Assets controlled by Customers through their Altitude Accounts. Collectively, these activities and services, including services provided by Third-Party Services, are referred to in these Altitude Terms as the “Services.”
2.2. Authorized Users. Customer may designate employees, agents, or contractors as authorized users of the Services (“Authorized Users”). Customer is responsible for ensuring that all Authorized Users comply with this Agreement. Customer may, via the functionality of the Services, designate certain Authorized Users as Admins. An “Admin” is an Authorized User who, by default, has full permissions and administrative rights, including the ability to: (1) Create one or more sub-accounts and/or sub-organizations, set policies governing the limitations and requirements on transactions, configure approval workflows and spending limits, (2) approve transactions utilizing Customer's authentication credentials, and (3) manage team permissions and access controls.
2.3. Customer Responsibility. Customer will remain solely responsible for compliance with applicable laws and for all activities that occur under Customer’s account, including any and all activities by Customer’s Authorized Users and all transactions. Customer acknowledges that international payments and transfers are subject to applicable laws, regulations, and restrictions in both originating and receiving jurisdictions. Customer is responsible for ensuring compliance with all applicable requirements.
2.4. Standard of Service. Each Party shall perform or cause to be performed all services hereunder in good faith using at least the same level, quality and degree of care as used in performing such services for its own customers, but in no event less than a commercially reasonable level, quality and degree of care.
2.5. Use of Marks. Customer shall not refer to any Squads Entity, or the Squads Application in any advertisement without the prior written consent of Squads. Squads may reference Customer in marketing materials and otherwise as necessary to promote the Services.
2.6. License to Technology. Subject to the applicable terms and conditions of each party, Customer hereby grants Squads, and Squads hereby grants Customer, a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free, fully paid-up, right and license, during the Term, to access and use the Customer Services or Squads Technology (as applicable) solely as necessary to provide its respective products and services to Customers and, with respect to Squads, to Customer or as otherwise mutually agreed upon in writing by the Parties from time to time.
2.7. Reservation of Rights. Except for the licenses granted hereunder, Squads retains all right, title, and interest (including all Intellectual Property Rights) in and to the Squads Technology, Squads Data, Services, Customer Data, Squads’ Intellectual Property Rights, Marks, and Squads’ Confidential Information, and improvements to Squads Technology or the Services. Except for the licenses granted hereunder, as between the Parties, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Services and Customer’ Confidential Information, and any improvements to the foregoing. There are no implied licenses under the Altitude Terms. Any rights not expressly granted by one Party to the other Party under the Altitude Terms are reserved by such Party.
3. Transactions And Payments
3.1. Transaction Capabilities. The Services are designed to enable Customer to send, receive, and otherwise transact with Supported Crypto Assets and fiat currencies using Third-Party Services. Subject to the availability of, and at the direction of, the providers of such Third-Party Services, Customer may be able to receive settlement of Supported Crypto Assets to, and fund transactions in Supported Crypto Assets from, Customer’s Altitude Account through various payment rails including ACH, Wire, SEPA, and stablecoin transfers (each, a “Transaction”). Transactions may require approval from Admins and must be signed off by authentication credentials according to Customer's policies.
3.2. Not Responsible For Losses. When Customer or a third party sends funds or digital assets to an Altitude Account address, the person initiating the Transaction is solely responsible for executing the Transaction properly, which may include, among other things, payment of sufficient network fees in order for the Transaction to be successful. Furthermore, Customer agrees and understands that digital assets (including stablecoins) are not backed by any government and do not constitute legal tender. Digital assets may not be subject to the national or international laws that protect Customer funds or investments or other similar protections offered by governmental bodies.
3.3. Rewards. Altitude may earn incentives from providers of Third-Party Services in connection with Customers’ holding certain eligible stablecoins in the Customer’s Altitude Account. For avoidance of doubt, the Altitude Account is not a deposit account, does not itself earn interest, and is self-custodied by the Customer. Nevertheless, Altitude may pay rewards to Customers in eligible jurisdictions based on the amount of eligible stablecoins self-custodied by Customers and the incentives earned by Altitude with respect to the issuance and use of such stablecoins. Customer acknowledges that: (1) any reward amounts or rates are variable and subject to change without notice, (2) rewards are not guaranteed and may fluctuate (or be eliminated entirely) at the sole discretion of Altitude, or otherwise based on market conditions, and past performance does not guarantee future results. Rewards are not available to Customers in certain jurisdictions including, at this time, Customers resident in the EEA, Singapore, and Japan.
4. Customer Onboarding
4.1. General. The Services require the technical and operational onboarding of the Customers onto the Squads Application. The Parties agree that each Party is directly responsible for any and all activities as they relate to their specific aspect of the Services.
4.2. Due Diligence of Customers. Squads reserves the right, but has no obligation, to request information from Customers to verify identity in order to comply with laws and regulations governing payments, safeguard the integrity of the Services, and to reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions regimes. Squads also may, whether on its own or on behalf of any provider of Third Party Services, collect and verify certain information about Customers, including Authorized Users.
5. Altitude Account Management
5.1 Customer Ownership. Customer owns and controls the Supported Crypto Assets held in Customer's Altitude Accounts. At any time, subject to having internet access and the relevant blockchain, Customer may withdraw Customer’s Supported Digital Assets by sending them to a different blockchain address. Your use of the Altitude Account does not transfer any ownership rights or title to your Supported Digital Assets to Squads.
5.2. No Custody or Control by Squads. Squads does not maintain control over Customer's assets. As the owner of digital assets in Customer's Altitude account, Customer shall bear all risk of loss of such digital assets. Squads shall have no liability for digital asset fluctuations or losses associated with Customer's use of Altitude.
5.3. Security. You are solely and entirely responsible for maintaining the security, confidentiality and safety of your Altitude Account, email and any other credentials associated with your Altitude Account, where applicable. Likewise, You are solely responsible for any and all activities that occur during your use of the Altitude Account. Any security breach, including but not limited to unauthorized access, data loss, or system compromise that arises from or is connected to your use of the Altitude Account or your failure to implement and maintain security measures is your sole responsibility. We expressly disclaim all liability for any claims, damages, or losses of any kind arising from any breach.
5.4. Compliance. You agree to use the Altitude Account in compliance with all applicable laws and regulations.
5.5. Blockchain Dependency. Customer acknowledges and agrees that digital assets, including stablecoins, exist only by virtue of the ownership record maintained in the applicable blockchain network, which Squads does not control. Any transaction that might occur in any digital asset occurs on the decentralized ledger within such blockchain network, which Squads does not control.
6. No Financial or Investment Advice
6.1. Generally. You understand that the Altitude Account is not regulated by any financial services or equivalent regulator, and Squads does not act as your financial advisor, investment manager, arranger, introducer, or commodity trading advisor, or give you any investment advice of any kind with respect to what assets you choose to transact, including to buy, sell, borrow, transfer or lend. As with any digital assets activities, if you engage in them, it is your responsibility and you are solely responsible for your purchase and sale decisions, how and when you transfer digital assets and with whom. It is also your responsibility to ensure you understand digital assets, how they work, what their value is in the context of receiving, holding, transferring, selling or purchasing such assets, and understand that there are risks in doing so, all of which you solely assume. It is also your responsibility to identify if you require any advice related to such activity and pay for the same. You further agree and understand that all decisions you make when utilizing the Services are made solely by you. You agree and understand that under no circumstances will the operation of the Services and your use of the Altitude Account be deemed to create a relationship that includes the provision of or tendering of investment advice. NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH THE SERVICES. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable in connection with your decisions or your use of the Services or your Altitude Account.
7. Compliance and Restrictions
7.1. Generally. Each Party shall comply with (and have ultimate discretion for making its own decisions with respect to compliance with) all Applicable Law, including all interpretations thereof, related to the operation of its business and the performance of its obligations under these Altitude Terms.
7.2. Service Availability. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. Customer and its Authorized Users will comply with all applicable laws (including but not limited to local, state, and federal laws) when using the Services.
7.3. Customer Representations. By using the Services, Customer represents and warrants that: (1) Customer and its Authorized Users are not located in a country that is subject to a U.S. Government embargo, (2) Customer and its Authorized Users are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties, (3) Customer will not use the Services to facilitate transactions with sanctioned entities or jurisdictions; (4) Customer will not use the Services to engage in or knowingly facilitate any fraudulent, deceptive, or manipulative activities, or otherwise to carry out any financial activities subject to registration or licensing.
7.4. Taxes. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s receipt or use of the Services. In the event that Squads is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Squads. If Customer pays any withholding taxes that are required to be paid under applicable law, Customer will furnish Squads with written documentation of all such tax payments, including receipts.
8. Fees and Payment Terms
8.1. Fee Structure. Customer agrees and will pay Squads all applicable fees identified as specified on a pricing page (collectively “Fees”).
8.2. Fee Modifications. Squads reserves the right to modify the Fees at any time, in its sole discretion, and continued use of the Services will constitute consent to such changes. All Fees are non-cancelable and, unless otherwise stated in an Order Form, non-refundable.
8.3. Payment Terms. Any Transfer Fees will be debited from Customer's Altitude account, as specified in each Transaction.
9. Term and Termination
9.1. Term. This Altitude Terms shall be effective as of the Effective Date and shall continue in full force and effect until terminated. We may suspend or terminate your access to the Services or to your Altitude Account at our discretion, with or without notice, at any time in our sole discretion. This Altitude Terms shall automatically termination upon termination of the Terms and Conditions for any reason.
9.2. Survival. Any provisions which must survive to fulfill their intended purposes, or by their nature are intended to survive, shall survive any expiration or termination of this Altitude Terms.
10. Representations and Warranties
10.1. Customer Representations. Customer will: (1) use the Service(s), including the Customer Services and Customer Subaccount(s), in accordance with this Altitude Terms and the Terms and Conditions, (2) in furtherance of Squads’ provisions of Altitude Accounts with Customers who have authorized and approved transactions in and through the Squads Altitude Account, (3) only for the transactions described in the Services Description, and (4) and pay all Fees when due and payable.
10.2. Mutual Representation and Warranties. Each Party represents and warrants to the other Party or Parties and agrees with the other Parties, as of the Effective Date and continuously throughout the Term as follows.
10.2.1 Authorization and Performance. It has the authority to enter into this Altitude Terms according to its terms, and its performance of its obligations hereunder in accordance with the terms of this Altitude Terms, does not and will not violate any term or provision of any other agreement or contract to which it is a party.
10.2.2. Consents. To its knowledge, it has obtained and will maintain any and all rights, licenses, authorizations, registrations and consents in order to enter into and perform its obligations under this Altitude Terms and conduct its business and such licenses, registrations and consents are in full force and effect and all conditions regarding such licenses, registrations and consents have been and will be complied with for the duration of this Altitude Terms.
10.2.3. Absence of Litigation. As of the Effective Date, there is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Altitude Terms or its ability to perform its obligations under this Altitude Terms.
10.2.4. Personnel. Each employee or agent assigned to perform services under this Altitude Terms has and shall have the proper skill, training and background so as to be able to provide the agreed upon services hereunder in a competent and professional manner.
10.2.5. Non-Infringement. The use and licensing of its Intellectual Property Rights and Marks, as applicable, and, with respect to those portions of the Customer Services that are developed or contributed by it or by others at its request, the launch and maintenance of the Customer Services in accordance with this Altitude Terms, in each case, does not and will not infringe the intellectual property or other proprietary rights of any Person that is not a Party or an Affiliate of a Party.
10.2.6. Compliance with Laws. Each Party shall conduct all activities in connection with this Altitude Terms and perform all of its obligations under this Altitude Terms in compliance with all applicable laws and regulations, including anti-bribery, anti-corruption and anti-money laundering laws and regulations, export, re-export and import control laws and regulations, sanctions laws and regulations, and all applicable privacy and data protection laws and regulations.
10.3. Disclaimer of Other Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, GUARANTEES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, SUITABILITY, ACCURACY, ERROR FREE AND UNINTERRUPTED USE, OR SUFFICIENCY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE CUSTOM. WITHOUT LIMITATION OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ANY OF ITS PRODUCTS, TECHNOLOGY OR SERVICES WILL MEET THE OTHER PARTY’S REQUIREMENTS OR THAT THE RECEIPT, USE OR OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
11. Property Rights
11.1. Background IP. This Altitude Terms, and the Parties’ performance hereunder, does not grant to either Party ownership of, or a license to, whether by implication, estoppel or otherwise, any Intellectual Property Rights of the other Party in effect prior to the Effective Date or developed completely independent of this Altitude Terms (“Background IP”), except to the extent expressly granted in this Section 11. Background IP includes but is not limited to Intellectual Property Rights in and to any pre-existing programs, codes, algorithms, APIs, tools, systems, data, specifications or materials made available by one Party (“Providing Party”) to the other Party (“Receiving Party”) in the course of the performance under this Altitude Terms, including any supporting documentation (“Development Materials”), and all Intellectual Property Rights embodied in the foregoing.
11.2. License to Development Materials. Subject to and conditioned upon the Receiving Party’s compliance with the terms of this Altitude Terms, during the Term, the Providing Party hereby grants to Receiving Party a limited, royalty free, worldwide, fully paid-up, non-exclusive, non-transferable right and license (without the right to grant sublicenses except as noted below) under Providing Party’s Intellectual Property Rights (other than any trademarks, service marks, trade names, logos or other indicia of source, affiliates or sponsorship (“Marks”)) in the Development Materials, to: (i) reproduce, display, perform, distribute, transmit, make derivative works of, and use the Development Materials during the Term, solely for the purpose of performing its obligations under this Altitude Terms with respect to the Customer Services and the Customer Services; and (ii) utilize, and provide Customers with the right to use by way of sublicense the Customer Services. Each Party may also grant sublicenses to its Affiliates and contractors performing services for purposes of this Altitude Terms. For clarity, Providing Party retains title to all individual electronic copies of the Development Materials and, subject to the below, the derivative works made thereof. For the avoidance of doubt, the Customer Services and all Intellectual Property Rights embodied therein, shall, as between the Parties, be owned exclusively by Squads.
11.3. Marks License. Subject to the terms and conditions of this Altitude Terms, each Party (“Marks Licensor”) hereby grants the other Party (“Marks Licensee”) a royalty-free, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Marks Licensor’s Marks solely in connection with the Customer Services. The Marks Licensee agrees to state in appropriate places on all materials using or displaying the Marks Licensor’s Marks that such Marks are the trademarks of the Marks Licensor that are used under license and to include the symbols ® or TM as appropriate. Use of a Marks Licensor’s Marks as permitted herein shall conform in all respects with the Marks Licensor’s then current Marks usage policies previously provided to the Marks Licensee and the Marks Licensee shall promptly respond to the Marks Licensor’s instructions to revise its use of Mark’s Licensor’s Marks in accordance with its usage policies, which may change from time to time. Prior to any use, the Marks Licensee shall provide the Marks Licensor copies of all materials in connection with which the Marks Licensee is proposing to utilize the Marks Licensor’s Marks, and shall use Marks Licensor’s Marks solely in connection with such materials approved in writing by the Marks Licensor. Each Marks Licensee expressly acknowledges the Marks Licensor’s sole and exclusive ownership of its Marks and agrees not to take any action inconsistent with such ownership or assist or cause any third party to do the same. Each Marks Licensee agrees not to form any combination marks with the Marks Licensor’s Marks, or adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to the Marks Licensor’s Marks. All uses by a Marks Licensee of the Marks Licensor’ Marks shall inure to the benefit of, and be on behalf of, the Marks Licensor. Upon termination of this Altitude Terms, the Marks Licensee shall cease to use any Marks of the Marks Licensor and shall remove any of Marks Licensor’s Marks from items under its control. The Marks Licensor may terminate the foregoing license if, in its reasonable discretion, the Marks Licensee’s use of the Marks Licensor’s Marks tarnishes, blurs or dilutes the quality associated with such Marks or the associated goodwill and such problem is not cured within ten (10) business days of written notice of breach; alternatively, instead of terminating the license, the Marks Licensor may immediately suspend the license to specific uses of the Owner’s Marks which do not comply with this Section 11.3.
11.4. Reservation of Rights. No Intellectual Property Rights of a Party are licensed to the other Party except as expressly set forth herein, and all such rights are reserved to such Party. Neither Party may reverse engineer, decompile, or disassemble the other Party’s software, encourage any third party to reverse engineer, decompile, or disassemble the other Party’s software; or otherwise attempt to obtain any source code for the other Party’s software not provided to the Party by the other Party except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
11.5. No Joint Development. The parties acknowledge and agree that no joint development is intended under this Altitude Terms. Joint development, if any, will be subject to a separate written agreement between the parties.
12. Indemnification
12.1. Customer Indemnity. Customer shall, at its sole expense, defend, indemnify and hold harmless Squad from and against any and all actions by third parties, including any employees and/or agents of the Customer, its Affiliates or subcontractors, resulting in liabilities, damages, costs, Losses and expenses, including court costs and reasonable attorneys’ and experts’ fees and expenses (collectively, “Losses”), including in connection with any action threatened or brought against any or all of Visa Indemnified Parties, arising out of or relating to: (i) any breach of Applicable Law by the Customer; (ii) any breach of Section 11 by the Customer, its Affiliates, its employees and/or agents; (iii) the Customer’s fraud or other tort involving gross negligence or willful misconduct; or (iv) any action alleging that the performance, provision or utilization of the Services as contemplated by this Agreement constitutes an infringement, violation, or misappropriation of any Intellectual Property Right of the third party.
13. Limitation of Liability
13.1. No Consequential or Indirect Damages. EXCEPT FOR Sections 11.1 , IN NO EVENT WILL SQUADS OR ANY OF ITS AFFILIATES, REPRESENTATIVES, LICENSORS, SUPPLIERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, GOODWILL OR SAVINGS, LOSS OF OR INABILITY TO USE, DELAY, DOWNTIME OR BUSINESS INTERRUPTION, OR LOSS OR DAMAGE OF DATA), WHETHER ARISING OUT OF RELATED TO A BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEABLE OR EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
13.2. Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 14 SHALL NOT APPLY TO: (I) CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 13; (II) FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT OF EITHER PARTY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; OR (III) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
14. Data Processing; Data; And Data Security
14.1. Each Party shall maintain a publicly available privacy notice that clearly and accurately describes its practices with respect to its collection, use, and disclosure of Personal Data. Each Party shall comply with the applicable law related to Personal Data, related to its provision of the Services under this Altitude Terms. Each Party shall be responsible for any loss, unauthorized or unlawful processing, destruction, damage, or alteration, or unauthorized disclosure of or access to, any such data, while it is under its control or in its possession.
14.2. Each Party shall implement and maintain the appropriate administrative, physical, technical, and organizational measures to ensure an appropriate level of security for processing all data, including but not limited to Personal Data, related to its provision of Services under this Altitude Terms, including protecting such Personal Data against the risks of loss, unauthorized or unlawful processing, destruction, damage, or alteration, or unauthorized disclosure of, or access to any such data, including but not limited to Personal Data. Such measures shall be no less rigorous than accepted industry practices and shall comply with the terms and conditions of this Altitude Terms, the Customer policies (in the case of Customer), the Squads policies (in the case of Squads), and applicable law.
14.3. Either Party shall notify the other of a data breach impacting data in its possession or control as applicable to this Altitude Terms without undue delay, but no later than twenty-four (24) hours after a Party becomes aware of the same. In the event of such a data breach, the notifying Party will investigate and remediate the data breach in accordance with data protection laws and other applicable laws in line with industry standards. In the event of such a data breach, the data controller has the right to control the breach notification process. Each Party will assist the other in complying with its obligations under applicable data protection laws, and if a data breach affects data that is subject to both Parties’ control, the Parties agree to coordinate with respect to any communications or notifications that are made to regulating entities or sent to data subjects regarding such data breach. Notwithstanding the foregoing, nothing in this Altitude Terms will restrict a Party’s ability to comply with its obligations under data protection laws and applicable laws if the other Party does not reasonably assist it with such compliance obligations in accordance with the previous sentence.
14.4. Each Party will identify a contact point within its organization authorized to respond to inquiries concerning processing of the Personal Data, and will cooperate in good faith with the Parties, the data subject and the authority concerning all such inquiries within a reasonable time. In the event of a dispute or claim brought by a data subject or any Regulatory Authority concerning the processing of Personal Data in connection with Services under this Altitude Terms against either or both Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to resolving them within a reasonable time.
14.5. Squads undertakes to enter into an agreement with each service provider that processes Personal Data on terms which are substantially similar to this Altitude Terms. Squads is not responsible or otherwise liable for any acts or omissions of any third party service provider as applicable to its processing of Personal Data.
15. Miscellaneous
15.1. Entire Altitude Terms. This Altitude Terms constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Altitude Terms.
15.2. Relationship of the Parties. The Parties hereto are, and shall be at all times, independent contractors. Nothing herein nor any actions taken by or arrangements entered into between them in accordance with the provisions of this Altitude Terms shall be construed as or deemed to place the Parties in the relationship of partners or joint venturers, and no Party shall acquire any power or authority, other than as specifically and expressly provided in this Altitude Terms, to bind the other in any manner whatsoever with respect to third parties.
15.3. Successors and Assigns. The provisions of this Altitude Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Altitude Terms without the consent of each other party hereto, except that either party may assign this Altitude Terms to any of its Affiliates without the prior consent of the other party; provided, however, that the assigning party shall also remain liable for all of its obligations under this Altitude Terms.
15.4. Headings. The headings used in this Altitude Terms are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Altitude Terms.
15.5 Third Party Beneficiaries. No provision of this Altitude Terms is intended to confer upon any Person other than the parties hereto and the Indemnified Persons under Article 13 any rights or remedies hereunder.
15.6. Force Majeure. Neither Party shall incur any liability due to failure or delay in performance of any obligation caused by Force Majeure, at least for the duration of the Force Majeure; provided, however, that the affected Party shall promptly notify the other in writing of the existence of the Force Majeure and the effect on its ability to perform its obligations, and that the affected Party undertakes all reasonable efforts to mitigate the impact of the Force Majeure on the other Party. The term “Force Majeure” shall mean and include any act of God, industry-wide strikes, explosion, fire, flood, war and other hostilities, civil commotion, governmental acts, regulations or orders, generalized inadequate supply of raw materials or components, or any other circumstance of a similar nature beyond the reasonable control of an affected Party (but excluding any act or omission by an Affiliate of such Party). If any Force Majeure endures more than thirty (30) days, the Parties shall meet and review in good faith the desirability and conditions of this Altitude Terms. Neither Party shall not be entitled to claim relief under this Section to the extent the effect of the Force Majeure event could have been avoided or mitigated by reasonably prudent measures or the proper performance of any disaster recovery or business continuity obligations hereunder.