This Terms of Service Agreement (the “Terms” and, together with any Supplemental Terms (as defined below), the “Agreement”) constitute a binding agreement between the individual or entity entering into this Agreement (“Customer”) and Selimor Investments Limited (“Squads,” “we,” “us,” or “our”). Each of Squads and Customer may be referred to herein as a “Party” and, together, the “Parties”. These Terms govern your access to and use of the Squads Platform (as defined below), including the Squads website located at https://squads.xyz/ (the “Site”), our mobile application(s) (each and collectively, the “App”), and the services and web applications we provide or facilitate access to via our Site, App, and other Services (defined below). This Agreement is effective as of the first date Customer accesses the Services (the “Effective Date”). If Customer is a DAO, references to “Customer” in this Agreement shall include all members of the DAO, as membership is defined by its governing charter or other documents.
BY BROWSING THE SITE, CLICKING TO ACCEPT THIS AGREEMENT, AND/OR USING ANY SERVICES, CUSTOMER REPRESENTS THAT (1) CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, (2) CUSTOMER IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SQUADS, (3) CUSTOMER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) CUSTOMER HAS NAMED AS THE USER, AND TO BIND THAT ENTITY TO THIS AGREEMENT; AND (4) CUSTOMER UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT CUSTOMER’S USE OF THE SERVICES COMPLIES WITH THE LAWS OF CUSTOMER’S JURISDICTION(S). THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN REGISTERED ON THE SERVICES.
IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, IT MAY NOT ACCESS OR USE THE SERVICES.
IF CUSTOMER IS A DAO, CUSTOMER ACKNOWLEDGES AND AGREES THAT BY ACCEPTING THESE TERMS, IT BINDS ITSELF (INCLUDING ITS MEMBERS) TO THIS AGREEMENT, AND THE DAO AND ALL SUCH MEMBERS OF THE DAO SHALL BE JOINTLY AND SEVERALLY LIABLE FOR CUSTOMER’S OBLIGATIONS HEREUNDER.
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SQUADS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Squads will make a new copy of this Agreement available on the Services. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, we will notify Customer, including by notification through the Services. Any changes to the Agreement will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Services for existing Customers. Squads may require Customer to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If Customer does not agree to any change(s) after receiving notice of such change(s), Customer must stop using the affected Services. Otherwise, Customer’s continued use of the Services constitutes Customer’s acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
1. DEFINITIONS.
1.1 “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.
1.2 “Altitude Account” means a self-custodial digital asset account deployed on Solana via the Squads Protocol, designed to enable users to own, control, and manage stablecoins such as USDC and EURC. Altitude Accounts are connected to stablecoin and fiat rails via Third-Party Services that enable customers to send and receive payments, earn rewards, manage spend (bill pay, invoicing, corporate cards), and execute financial workflows.
1.3 “Authorized User” means each of Customer’s employees or contractors who are authorized to access the Squads Platform solely for the benefit of Customer pursuant to Customer’s rights under this Agreement.
1.4 “Customer Data” means all data and information transmitted into the Squads Platform by Customer and all output generated and returned to Customer by the Squads Platform, including any Customer transaction records.
1.5 “DAO” means a decentralized autonomous organization or similar decentralized entity, whether registered or unregistered in any jurisdiction.
1.6 “Documentation” means any end user documentation made available to Customer by Squads that describes the use and features of the Squads Platform, as may be updated by Squads from time to time.
1.7 “Fuse Wallet” means a self-custodial digital asset account deployed on Solana via the Squads Protocol, designed to enable users to store, send, receive, and exchange tokenized assets. Fuse Wallets are connected to stablecoin and fiat rails via Third-Party Services to enable customers to send and receive payments, invest in tokenized assets, earn yield, and use the Fuse Card (as defined in the applicable Supplemental Terms).
1.8 “Multisig” means a self-custodial digital asset account deployed on Solana via the Squads Protocol that requires multiple signers to authorize transactions. Multisigs serve as secure vaults for teams to manage tokenized assets, execute trades, control program upgrades, and secure validator keys.
1.9 “Smart Account” means a self-custodial smart contract account deployed on Solana via the Squads Protocol that enables programmable policies, including multi-signature authorization, spending permissions, direct debits and time locks, and reserves to the user sole control of their private keys. Smart Accounts may also support configurable authentication methods and execute policy checks and transactions atomically enforced by the Smart Account code and Solana’s validator set.
1.10 “Squads Protocol” means the decentralized protocol that enables businesses to transact, manage, and control on-chain digital assets to conduct certain types of financial transactions.
1.11 “Squads Platform” is an online platform designed to enable users to obtain the Services and through the Services engage in certain activities involving digital assets, including enabling businesses and consumers to create and control a self-custodial digital asset account and, through such account, to interact with the Squads Protocol or other technologies, and to transact, manage, control, and make payments using stablecoins and other Supported Crypto Assets.
1.12 “Intellectual Property Rights” means any and all now known or hereafter existing rights associated with: (a) works of authorship, including copyrights, exclusive exploitation rights, moral rights, and rights in designs, databases, and software; (b) trademarks, service marks, trade dress, and other indicators of source; (c) trade secrets, know-how, and proprietary information; (d) patents and industrial property; and (e) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.13 “Losses” means all losses (including but not limited to negative and charged off balances associated with Squads Accounts (as defined below), including Altitude Accounts, Fuse Wallet, and any other Services), liabilities, damages, and claims (including for taxes), and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).
1.14 “Person” means any individual, corporation, partnership, limited liability company, trust, unincorporated entity, or other legal entity.
1.15 “Personal Data” means any Customer Data relating to an identified or identifiable natural person.
1.16 “Regulatory Authority” means, as the context requires, any payment network such as SWIFT, NACHA, SEPA, any card network, and any governmental agency or authority having jurisdiction over Squads or Customer or the transactions conducted by Customer using the Squads Platform.
1.17 “Services” means Squads’ provision of the Squads Platform to Customer and Authorized Users (as applicable), and any other services identified in any Supplemental Terms or otherwise provided by Squads to Customer under this Agreement. As used in this Agreement, “Services” includes making available the Third-Party Services and the Documentation.
1.18 “Supplemental Terms” means a supplemental agreement setting forth the terms and conditions governing Customer’s access to and use of specific Services. In the event of a conflict between any Supplemental Terms and this Agreement, the Supplemental Terms will control to the extent of such conflict, solely with respect to the applicable Services.
1.19 “Supported Crypto Asset” means any digital asset that is supported by the Squads Platform.
1.20 “Third-Party Services” means any third-party application, product, or service, including any information and data contained therein or made available through such application, product, or service, that Squads is authorized to resell, license, sublicense, or otherwise make available to Customer or that Customer otherwise elects to use in connection with the Services.
2. SERVICES.
2.1 General. Customer acknowledges that Squads is not a bank or other type of financial institution and does not accept deposits or otherwise provide any financial services. Squads provides the Squads Platform, a software technology solution that enables customers to engage in transactions using Supported Crypto Assets through self-custodial digital asset accounts created and accessible through the Services such as the Altitude Account (collectively, “Squads Account”). As applicable, transactions through a Squads Account will settle in, or will be funded in, Supported Crypto Assets. For avoidance of doubt, Customer cannot receive, hold, deposit, transmit, or otherwise transact using government-issued or similar types of money (so-called “Fiat Currencies”) through a Squads Account.
2.2 Access. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Squads grants to Customer a non-exclusive, non-transferable, and non-sublicensable right during the Term (defined below), solely for Customer’s lawful business purposes and in accordance with the limitations (if any) set forth on applicable Supplemental Terms, to: (a) access and use the Services in accordance with the Documentation; and (b) use and make a reasonable number of copies of the Documentation. Customer may permit Authorized Users to access and use the Services as contemplated by, and subject to, this Agreement.
2.3 Onboarding. The Services require the technical and operational onboarding of Customer onto the Squads Platform. The Parties agree that each Party is directly responsible for any and all activities as they relate to their specific aspect of the Services. Squads reserves the right, but has no obligation, to request information from Customer to verify Customer’s identity in order to comply with laws and regulations governing payments, to 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 collect and verify certain information about Customer, including its Authorized Users, on behalf of providers of Third-Party Services, or enable such providers to directly collect and verify such information from and about Customer and its Authorized Users. Squads may also require Customer to provide updated or additional information at Squads’ discretion, including with respect to any particular transaction (defined below).
2.4 Authorized Users. Customer is solely responsible for ensuring that all Authorized Users comply with this Agreement. For certain aspects of the Services, Customer may be able to, 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: (a) create one or more sub-accounts and/or sub-organizations within a Squads Account, set policies governing the limitations and requirements on transactions, configure approval workflows and spending limits; (b) approve transactions utilizing Customer’s authentication credentials; and (c) manage team permissions and access controls. Customer acknowledges and agrees that: (i) only Authorized Users are entitled to access the Squads Platform and Customer’s applicable Squads Account with their unique usernames and passwords; (b) Customer will ensure that each unique username and password issued to an Authorized User will be used only by that Authorized User when accessing the access the Squads Platform and Customer’s applicable Squads Account; (c) Customer is responsible for maintaining the confidentiality of all Authorized Users’ unique usernames and passwords, and is solely responsible for all activities that occur under these Authorized User accounts; and (d) Customer will notify Squads promptly of any actual or suspected unauthorized use of any account, username, or passwords, or any other breach or suspected breach of this Agreement. Squads reserves the right to suspend, disable or terminate any Authorized User’s access to the Services that Squads reasonably determines may have been used by an unauthorized third party. The unique usernames and passwords cannot be shared or used by more than one individual Authorized User to access Customer’s applicable Squads Account.
2.5 Certain Customer Responsibilities. Customer is and will remain solely responsible for its and its Authorized Users’ compliance with all applicable laws and regulations, and for all activities that occur under Customer’s Squads Account(s), including any and all activities of 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 solely responsible for ensuring compliance with all such applicable requirements. Customer is solely responsible for the accuracy, quality, and legality of all Customer Data.
2.6 Third-Party Services. The Squads Platform integrates or makes available certain Third-Party Services, including Third-Party Services that enable Squads’ customers to exchange and subsequently conduct applicable “onramp” or “offramp” transactions and to directly trade Supported Crypto Assets through third-party exchange platforms. In each case, to the extent relevant to Customer’s use of the Squads Platform and related applicable Services, Customer hereby consents and agrees to the terms of these providers’ respective legal terms, and Customer acknowledges and agrees that Customer is responsible for reviewing the terms of those agreements, including as may be provided on the Site. Certain Third-Party Services may require Customer to enter into a separate agreement with the provider of such Third-Party Services. Squads does not endorse, control, or assume any responsibility for any Third-Party Services. When Customer accesses or uses Third-Party Services, or the data transmitted thereby, Customer accepts that there are risks in doing so, and that Squads is not responsible for such risks, or the reliability of such Third-Party Services or data. Squads has no control over, and assumes no responsibility for, the information, accuracy, privacy policies, services, or practices of or opinions expressed in any Third-Party Services. Customer’s use of any Third-Party Service is entirely at its own risk and is subject to the terms and conditions and policies of that third party. Customer is solely responsible for reviewing and complying with such terms, conditions, and policies.
2.7 Restrictions. Customer will not, and will not permit any Authorized User or other Person to: (a) allow any Person to access the Services except for Authorized Users; (b) modify, adapt, alter, or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, provide, or otherwise allow or make available the use of the Services for the benefit of any Person other than Customer; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, design, algorithms, structure or organization) of the Squads Platform, except to the extent the foregoing is prohibited by applicable law; (e) interfere in any manner with the operation of the Squads Platform or the hardware, software, technology, and network used to operate the Squads Platform; (f) modify, copy or make derivative works based on any part of the Services or Documentation; (g) access or use the Services to build a similar or competitive product or service; (h) attempt to access the Squads Platform through any unapproved interface; or (i) use the Services in any manner not expressly permitted in this Agreement or in a manner inconsistent with applicable laws and regulations. Squads reserves the right to suspend, disable or terminate Customer’s, or any Authorized User’s, access to the Squads Platform for any or for no reason, including if Squads reasonably suspects a breach of the foregoing restrictions.
3. FEES AND PAYMENT TERMS.
3.1 Fees. In consideration of the access rights to the Squads Platform and any applicable Squads Account granted to Customer, and the Services provided by Squads under this Agreement, Customer agrees to pay to Squads the fees set forth on the applicable Supplemental Terms or otherwise on the Site with respect to the applicable Services (“Squads Fees”), in accordance with the payment terms and payment schedule set forth therein. Unless otherwise set forth in the Supplemental Terms, (i) Squads will invoice Customer for the Squads Fees; (ii) and all Squads Fees are due and payable within thirty (30) days of the date of the invoice. Squads reserves the right to modify the Squads Fees upon reasonable notice to Customer at least sixty (60) days prior to the date such updated Squads Fees go into effect. Continued use of the Service after such updated Squads Fees go into effect constitutes consent to such Squads Fees. Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid. Squads also reserves the right (in addition to any other rights or remedies Squads may have) to suspend all Authorized Users’ and Customer’s access to the Services if any Squads Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information for each applicable Squads Account at all times.
3.2 Taxes. The Squads Fees are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, and other similar charges, and Customer will be solely responsible for payment of all such taxes (other than taxes based on Squads’ income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Squads Fees, Customer’s use of the Services, and Customer’s activities under certain Services, including any Squads Account. Customer will make all payments of Squads Fees to Squads free and clear of, and without reduction for, any withholding taxes; and Customer will provide Squads with official receipts issued by the appropriate taxing authority, or such other evidence as Squads may reasonably request, to establish that such taxes have been paid. In the event that Squads is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Squads.
3.3 Subscriptions. If Customer purchases access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Squads Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with Customer’s elections at the time of purchase. Squads reserves the right to change the timing of our billing.
(a) Changes. Squads reserves the right to change the Subscription pricing at any time in accordance with Section 3.1 (Fees). If changes to the Subscription price occur that impact a Subscription, Squads will give notice by sending an email to the email address associated with Customer’s applicable Squads Account. If Customer does not agree with such changes, Customer may cancel the applicable Subscription.
(b) Automatic Renewal. If Customer purchases a Subscription, such Subscription will continue and automatically renew at Squads’ then-current price for such Subscription until terminated in accordance with this Agreement. By subscribing, Customer authorizes Squads to charge the payment method designated in Customer’s applicable Squads Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of the Subscription, if Squads does not receive payment, (i) Customer shall pay all amounts due on your Squads Account upon demand and/or (ii) Customer agrees that Squads may either terminate or suspend the Subscription and continue to attempt to charge the designated payment method until payment is received (upon receipt of payment, Customer’s Squads Account will be activated and for purposes of automatic renewal, the new Subscription commitment period will begin as of the day payment was received).
(c) Cancelling Subscriptions. Customer may cancel a Subscription by logging into the applicable Service.
(d) Upgrades and Downgrades. If Customer elects to upgrade a Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Subscription period. Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and Squads does not accept any liability for such loss.
4. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
4.1 Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the authority to enter into this Agreement and to perform its obligations hereunder without violating any other agreements or arrangements it has with any other Person; (b) 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 Agreement and to conduct its business; (c) it will perform all of its obligations, exercise all of its rights, and conduct its business under this Agreement in compliance with all applicable laws and regulations, including without limitation the Bank Secrecy Act, all applicable anti-bribery, anti-corruption, and anti-money laundering laws and regulations, all export, re-export, and import control laws and regulations, all sanctions laws and regulations, and all applicable privacy and data protection laws and regulations.
4.2 Squads Warranties. Squads warrants that: (a) it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Squads Platform will perform materially in accordance with the Documentation (the “Performance Warranty”); and (c) to its knowledge, the Services, as and when made available by Squads to Customer, will not infringe or misappropriate the Intellectual Property Rights of any third Person. Customer must provide written notice to Squads of any breach of the Performance Warranty within thirty (30) days of the breach. Customer’s sole and exclusive remedy, and Squads’ sole and exclusive obligation, for any breach of the Performance Warranty will be the correction of the breach and re-performance of the affected Services within a commercially reasonable amount of time. If Squads fails to initiate a correction of the breach of the Performance Warranty within thirty (30) days after receiving written notice of such breach, Customer may elect to terminate this Agreement upon thirty (30) days’ written notice to Squads and will be entitled to a pro-rata refund of prepaid, unused Squads Fees (if any).
4.3 Customer Warranties. Customer represents and warrants that: (a) it has obtained and will maintain all necessary rights, consents, authorizations, and approvals necessary for Customer, its Authorized Users, and Squads to access, use, and process the Customer Data as contemplated by this Agreement; (b) no Customer Data will (i) contain any viruses, worms, or other malicious computer programming codes intended to damage any systems or other data, or (ii) violate the privacy or other rights of any other Person; (c) neither Customer nor any of its Authorized Users are located in a country that is subject to any U.S. Government embargo; (d) neither Customer nor any of its Authorized Users is listed on any U.S. Government list of prohibited, sanctioned, or restricted parties; (e) Customer will not use the Services to facilitate transactions with sanctioned entities or jurisdictions; (f) Customer will not use the Services to engage in or facilitate any fraudulent, deceptive, or manipulative activities, or otherwise to carry out any financial activities subject to registration or licensing; and (g) Customer will at all time use any Squads Account, the Services, and the Squads Platform solely to conduct transactions on Customer’s own behalf and not on behalf of any third party or using any such third party’s funds. Customer will only use the Squads Platform to conduct or otherwise support the types of transactions that Customer has represented to Squads that it conducts in the ordinary course of its business or as an individual consumer, as applicable.
4.4 Disclaimers.
(a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1 (MUTUAL REPRESENTATIONS AND WARRANTIES) AND SECTION 4.2 (SQUADS WARRANTIES), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE SQUADS PLATFORM, ALTITUDE ACCOUNTS, AND DOCUMENTATION, ARE PROVIDED “AS IS,” AND SQUADS MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES AND REPRESENTATIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SQUADS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR SUITABLE FOR CUSTOMER’S INTENDED PURPOSE.
(b) SQUADS DOES NOT GUARANTEE OR COVENANT THAT CUSTOMER’S USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT CUSTOMER’S USE THEREOF. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT IT’S USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE LAWS.
(c) SQUADS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY SERVICES OR ANY DATA, INPUT, OR OUTPUT PROVIDED OR TRANSMITTED BY SUCH THIRD-PARTY SERVICES.
(d) CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES, INCLUDING THE SQUADS PLATFORM, AND CUSTOMER’S ALTITUDE ACCOUNT ARE NOT REGULATED, LICENSED, SUPERVISED, OR ENDORSED BY ANY FINANCIAL SERVICES AUTHORITY OR EQUIVALENT REGULATOR NOR ARE THEY AFFILIATED WITH ANY REGULATED ENTITY, AND SQUADS DOES NOT ACT AS CUSTOMER’S FINANCIAL ADVISOR, INVESTMENT MANAGER, ARRANGER, INTRODUCER, OR COMMODITY TRADING ADVISOR. SQUADS DOES NOT PROVIDE ANY INVESTMENT ADVICE OF ANY KIND WITH RESPECT TO THE ASSETS CUSTOMER CHOOSES TO TRANSACT, INCLUDING TO BUY, SELL, BORROW, TRANSFER, OR LEND. WHEN CUSTOMER ENGAGES IN ANY DIGITAL ASSETS RELATED ACTIVITIES, IT IS CUSTOMER’S SOLELY RESPONSIBILITY, AND CUSTOMER IS SOLELY RESPONSIBLE FOR, ITS PURCHASE AND SALE DECISIONS, HOW AND WHEN CUSTOMER TRANSFERS DIGITAL ASSETS AND WITH WHOM. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE THAT IT UNDERSTANDS DIGITAL ASSETS, HOW THEY WORK, WHAT THEIR VALUE IS IN THE CONTEXT OF RECEIVING, HOLDING, TRANSFERRING, SELLING, OR PURCHASING SUCH ASSETS, AND CUSTOMER UNDERSTANDS THAT THERE ARE RISKS IN DOING SO, ALL OF WHICH CUSTOMER SOLELY ASSUMES. IT IS CUSTOMER’S SOLE RESPONSIBILITY TO IDENTIFY IF IT REQUIRES ANY ADVICE RELATED TO ANY SUCH ACTIVITIES AND TO PAY FOR THE SAME. CUSTOMER UNDERSTANDS AND AGREES THAT ALL DECISIONS CUSTOMER OR ITS AUTHORIZED USERS MAKE IN CONNECTION WITH THE SERVICES ARE MADE SOLELY BY CUSTOMER. CUSTOMER UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES WILL THE OPERATION OF THE SERVICES AND CUSTOMER’S USE OF THE SQUADS PLATFORM AND CUSTOMER’S 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. CUSTOMER UNDERSTANDS AND AGREES THAT SQUADS ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR, AND SHALL IN NO CIRCUMSTANCES BE LIABLE IN CONNECTION WITH, CUSTOMER’S DECISIONS IN CONNECTION WITH ITS USE OF THE SERVICES OR ITS ALTITUDE ACCOUNT.
(e) CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES, INCLUDING THE SQUADS PLATFORM, AND CUSTOMER’S ALTITUDE ACCOUNT WERE NOT DEVELOPED FOR, AND ARE NOT OFFERED TO PERSONS 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 SUCH PERSON TO AVAIL ITSELF OF THE 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 (EACH A “RESTRICTED JURISDICTION”), OR FOR 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 CRYPTOCURRENCIES (EACH A “RESTRICTED PERSON”). IF CUSTOMER OR ANY OF ITS AUTHORIZED USERS IS A RESTRICTED PERSON OR LOCATED IN A RESTRICTED JURISDICTION OR ACTING ON BEHALF OF A RESTRICTED PERSON OR A PERSON IN A RESTRICTED JURISDICTION, THEN CUSTOMER MAY NOT USE OR ATTEMPT TO USE THE SERVICES, INCLUDING THE SQUADS PLATFORM, OR CUSTOMER’S 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.
5. INTELLECTUAL PROPERTY.
5.1 Ownership by Squads. The Services, including the Squads Platform and the Documentation, all underlying and related software, technology, algorithms, processes, methods, and know-how, all modifications, improvements, and derivatives of any of the foregoing, and all associated worldwide Intellectual Property Rights, are the exclusive property of Squads and its suppliers. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Squads and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer or any other Persons with respect to the Services or any part thereof.
5.2 Feedback. During the Term, Customer or Authorized Users may provide to Squads certain suggestions, enhancement requests, recommendations, or other feedback relating to the Services (collectively, “Feedback”). Customer agrees that all Feedback is and shall be given voluntarily and will not be considered Customer’s Confidential Information. Squads may freely use the Feedback, including to improve or enhance its products and technology, without restriction or obligation to identify or compensate Customer or any other Person.
5.3 Ownership by Customer; License Grant. As between the Parties, the Customer Data is the exclusive property of Customer. All rights in and to the Customer Data not expressly granted to Squads in this Agreement are reserved by Customer. Customer grants Squads a non-exclusive, worldwide license during the Term to access, reproduce, prepare derivative works of, distribute, display, transmit, and otherwise use the Customer Data: (a) as necessary to provide the Services to Customer, including by sharing any Customer Data with applicable Third-Party Services, and (b) solely on a de-identified basis, to further develop, improve, train, and fine-tune the Services and Squads’ related technology, algorithms, and models.
6. CONFIDENTIALITY.
6.1 Confidential Information. “Confidential Information” means any nonpublic information of a Party (the “Disclosing Party”), whether disclosed orally or in written or digital format, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential information of the Disclosing Party. The Services and Documentation, and all modifications, improvements, and derivatives thereof, are the Confidential Information of Squads.
6.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third Person any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement, which permitted uses include Squads’ use and disclosure to Third-Party Services. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees, contractors, representatives, and agents who have a need to know and who are subject to confidentiality obligations consistent with those set forth herein (with respect to Squads). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own confidential information of a similar nature, but in no event with less than reasonable care. Upon termination or expiration of this Agreement and upon any earlier request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
6.3 Exceptions. The confidentiality obligations set forth in Section 6.2 (Protection of Confidential Information) will not apply to: (a) any information that (i) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party, (ii) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations, (iii) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations, or (iv) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information; or (b) any exercise by Squads of the licenses granted to Customer Data. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
7. DATA PROCESSING AND SECURITY.
7.1 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 all applicable laws and regulations related to Personal Data. Each Party shall be responsible for any loss, unauthorized or unlawful processing, destruction, damage, or alteration, or unauthorized disclosure of or access to, any Personal Data while it is under its control or in its possession.
7.2 Each Party shall implement and maintain reasonable administrative, physical, technical, and organizational measures designed to ensure an appropriate level of security for the processing of data, including Personal Data, provided or made available to it by the other Party, including the protection of such data against the risks of loss, unauthorized or unlawful processing, destruction, damage, or alteration, or unauthorized disclosure of, or access to, any such data. Such measures shall be no less rigorous than generally accepted industry practices and shall comply with the terms and conditions of this Agreement, Customer’s policies (in the case of Customer), and Squads’ policies (in the case of Squads).
7.3 Each Party shall notify the other in writing of any data breach impacting data in its possession or control that has been provided or made available to it by the other Party without undue delay. In the event of such a data breach, the notifying Party will investigate and remediate the data breach in accordance with applicable laws and regulations and in accordance with generally accepted 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.
7.4 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 other Party, the data subject, and the relevant Regulatory Authorities 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 the Services against either Party 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.
8. INDEMNIFICATION.
8.1 Indemnity. Each Party (as the “Indemnitor”) will defend and hold harmless the other Party and its Affiliates, and its and their officers, directors, and employees (collectively, the “Indemnitees”), from and against any and all allegations, claims, actions, lawsuits, and proceedings brought against an Indemnitee by an unaffiliated third Person (each, a “Claim”), and indemnify such Indemnitee for all Losses incurred by it resulting from such Claim, to the extent such Claim arises from the Indemnitor’s breach of this Agreement or the Indemnitor’s fraud, negligence, or intentional misconduct.
8.2 Procedure. The Indemnitor’s obligations as set forth above are conditioned upon: (a) the Indemnitee promptly notifying the Indemnitor in writing of any threatened or actual Claim; (b) the Indemnitor having sole control of the defense and/or settlement of the Claim, provided that the Indemnitee pay participate in such defense and/or settlement with its own counsel and its own expense; and (c) the Indemnitee cooperating with the Indemnitor, at the Indemnitor’s expense, to facilitate the defense and/or settlement of the Claim. The Indemnitor may not settle any Claim without the prior written approval of the applicable Indemnitees.
9. LIMITATION OF LIABILITY.
9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE SQUADS FEES PAID BY CUSTOMER TO SQUADS DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST ACT, OMISSION, OR OCCURRENCE GIVING RISE TO ANY SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
9.3 Exclusions. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 (LIMITATION OF LIABILITY) WILL NOT APPLY TO A PARTY’S LIABILITY FOR ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, FOR ITS VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, FOR ITS PAYMENT OBLIGATIONS HEREUNDER (WITH RESPECT TO CUSTOMER), FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, OR FOR ITS FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT.
10. TERM AND TERMINATION.
10.1 Agreement Term. This Agreement will begin on the Effective Date and will continue in full force and effect for as long as Customer continues to use Services in effect, unless earlier terminated in accordance with this Agreement (the “Term”).
10.2 Termination. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach to the reasonable satisfaction of the non-breaching Party within thirty (30) days after the breaching Party’s receipt of written notice describing in reasonable detail such material breach along with the steps the breaching Party must take to cure such material breach; or immediately by Squads in the event that Customer (i) breaches or violates applicable law with respect to Customer’s use of the Services; or (ii) files for bankruptcy, is unable to pay its debts when due, or otherwise becomes insolvent. Additionally, Squads may terminate this Agreement at any time, with or without reason, upon thirty (30) days notice to Customer unless (i) a shorter period is required by regulators or any Third-Party Services, (ii) to protect the Services (including if we believe that your uses of the services poses a risk to Squads or any Third-Party Services) or (iii) otherwise to comply with applicable law.
10.3 Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) all access rights granted to Customer hereunder will immediately terminate and Customer must immediately cease all use of the Squads Platform and Customer’s applicable Squads Account(s); (b) any amounts owed to Squads under this Agreement will become immediately due and payable; and (c) each provision or portion thereof that is reasonably intended to survive any expiration or termination of this Agreement will survive such expiration or termination. If this Agreement is terminated for cause by Squads or if Customer’s Squads Account(s) or ability to access the Services is discontinued by Squads due to Customer’s violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then Customer agrees that it shall not attempt to re-register with or access the Services through use of a different email address, business name, or otherwise.
11. MISCELLANEOUS.
11.1 Governing Law; Exclusive Venue. This Agreement is governed by and construed in accordance with the laws of the British Virgin Islands, without regard to any conflicts of laws provisions or principles. This Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The exclusive jurisdiction for any dispute, claim, lawsuit, action, or proceeding arising from or relating to this Agreement will be the courts located in the British Virgin Islands and each Party irrevocably submits to the jurisdiction and venue of such courts. Notwithstanding the foregoing, nothing shall prevent either Party from seeking relief in any court of competent jurisdiction for any violation, misuse, or misappropriation of such Party’s Intellectual Property Rights or Confidential Information.
11.2 No Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment in violation of the foregoing will be null and void; provided, however, that either Party may assign this Agreement in its entirety without such consent in connection with its merger, acquisition, change of control, or sale of all or substantially all of its assets. This Agreement will be binding upon the Parties and their respective successors and permitted assigns.
11.3 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Agreement with respect to the other Party’s Intellectual Property Rights or Confidential Information would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
11.4 Force Majeure. Squads shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.5 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Squads, by emailing legal@sqds.io, if to Customer, by emailing the email address associated with Customer’s Squads Account, in each case, specifically identifying this Section. Each Party may change its email address for receipt of notice by giving notice of such change to the other Party in accordance with this Section.
11.6 Independent Contractors. The Parties 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 Agreement 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 expressly provided in this Agreement, to bind the other in any manner whatsoever with respect to third Persons.
11.7 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.9 International Users. The Services may be accessed from countries around the world and may contain references to Services and content that are not available in all countries or regions. These references do not imply that Squads intends to announce such Services or content in such countries or regions. The Service is controlled and offered by Squads from its facilities in the British Virgin Islands. Squads makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
11.10 Electronic Communications. The communications between Customer and Squads may take place via electronic means, whether Customer visits the Site or send Squads emails, or whether Squads posts notices on the Service or communicates with Customer via email. For contractual purposes, Customer (i) consents to receive communications from Squads in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Squads electronically provides to Customer satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any statutory rights under the laws of Customer’s jurisdiction, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
11.11 Questions, Complaints, Claims. Squads can be contacted at legal@sqds.io with any questions, complaints or claims with respect to the Services. We will do our best to address your concerns.
11.12 Entire Agreement. This Agreement, including all Supplemental Terms, is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions and agreements between the Parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Squads.