Terms of Use And Service Agreement

SquadRun is a mobile application platform (“Mobile App”) owned and operated by SquadRun Inc. (“SquadRun”, “we” or “us”). It provides a service (the “Service”) that allows its customers (“Businesses”) to deploy SquadRun’s network of geographically distributed workers (the “Player” or “you”) to collect, categorize, moderate and verify data requested by such customers.

Acknowledgment and Acceptance of Terms of Use and Service Agreement.

This Agreement is an electronic contract that sets out the legally binding terms of relationship between SquadRun and each Player. By registering as a Player via the Mobile App, you accept and agree to be bound by the terms and conditions of this Agreement, the Mission Agreement (as defined hereinafter), SquadRun’s Privacy Policy, SquadRun’s standard mission rules and any information or notices broadcast regarding the Mobile App. Each Player may create only one account on the SquadRun Mobile App.

You agree and understand that certain features of the Mobile App may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. SquadRun reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Mobile App. You are responsible for regularly checking the Mobile App and checking for any updates / revised versions of this Agreement. Continued use of the Mobile App after any such changes are made to this Agreement shall constitute your consent to such changes. SquadRun does not and will not assume any obligation to notify the Player of any changes to this Agreement, or the creation or modification of any additional terms.

Use of the Mobile App is permitted only by individuals who can form legally binding contracts under applicable Law. Without limiting the foregoing, you must be at least 18 years old to enter into this Agreement and become a Player. If you do not qualify, please do not register with us through the Mobile App as a Player.

1. Definitions
Capitalized terms are defined as set forth below or elsewhere in the Agreement.

1.1 “Deliverables” means the deliverables specified in a Mission Request for delivery by a Player to SquadRun.

1.2 “Mission Request” means a notification from SquadRun to one or more Players via the Mobile App, setting out the nature and description of the services required and the end Deliverables to be submitted by the Player(s) (“Mission”), the date by which the Mission must be completed (the “Mission Completion Date”) and the consideration, in the form of SquadCoins, for valid completion of the Mission.

1.3 “SquadCoins” shall mean the non-cash consideration paid by us to you for validly completing a Mission in accordance with this Agreement and the Mission Agreement.

1.4 “Life” shall mean each eligibility of a Player to receive a Mission Request and participate in a Mission in accordance with this Agreement. “Lives” shall accordingly refer to more than one Life.

2. Assignment of Mission and conduct of Player
Upon you accepting a Mission Request via the Mobile App and SquadRun assigning such Mission to you, which assignment shall be at SquadRun’s sole discretion, you shall be obligated to complete such accepted and assigned Mission (“Assigned Mission”), as an independent contractor, in accordance with the terms and conditions of this Agreement and the Mission Agreement. It is clarified that while it will be SquadRun’s effort to assign a Mission to every Player who accepts it, acceptance of a Mission by a Player shall not guarantee that such Player will be assigned such Mission. The assignment of any Mission to a Player shall be at SquadRun’s sole and absolute discretion. It is clarified that a Player shall be eligible to receive a Mission Request and participate in a Mission only if the Player has at least one (1) outstanding Life. In the event the Player does not have at least one (1) outstanding Life, the provisions of Clause 3 of this Agreement shall apply.
By accepting and being assigned an Assigned Mission, you agree and undertake to use your best efforts to perform such Assigned Mission in accordance with the terms and conditions of this Agreement and the terms and conditions set out in the Mission Request (“Mission Agreement”), such that the Deliverables are satisfactory to SquadRun and the Customer(s). It is clarified that by accepting and on being assigned an Assigned Mission, you are also entering into a binding legal agreement with SquadRun to provide the Deliverables for the consideration and as per the terms and conditions set out in the Mission Request. It is further clarified that the Mission Agreement is in addition to and shall always be read along with this Agreement. In case of any inconsistency between the Mission Agreement and this Agreement, the terms of this Agreement shall prevail. You should not, under any circumstances, accept a Mission Request unless you are sure that you understand the Mission and what you are being asked to deliver.

3. Payment
Upon you validly completing a Mission and subject to the Deliverables being in a form acceptable to SquadRun, which shall be decided by SquadRun at its sole discretion, SquadRun shall transfer such number of SquadCoins to you, as set out in the Mission Agreement within thirty (30) days after you have submitted the Deliverables. SquadRun will not transfer any SquadCoins for an Assigned Mission if SquadRun or its Customer rejects the Deliverables associated with that Assigned Mission. You are responsible for paying all applicable taxes and for all expenses incurred by you in connection with performing the Assigned Missions or otherwise performing your obligations under this Agreement. We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it, we may (in addition to any other rights or remedies available to us) withhold transfer of your SquadCoins until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

In the event, you fail to complete any three (3) Missions in accordance with this Agreement and the Mission Agreement, your account with SquadRun and the SquadCoins therein, shall stand suspended, and you shall not be permitted to participate in future Missions till such time that the suspension is effective. In the event, you wish to participate in future Missions, you must follow the procedure for re-activation of your account as prescribed by SquadRun from time to time. It is clarified that the re-activation of your account shall be at SquadRun’s sole discretion and SquadRun reserves the right to permanently suspend your account if it deems fit.

3.1 Redemption:
SquadCoins can be redeemed for cash cards, wallet recharges, coupon codes or any other redemption option made available on the App. Mobile recharges, wallet recharges or other rewards redeemed by users are completed using a third party application. SquadRun is not responsible for incorrect or failed or unsuccessful transactions and repayment of the same.

4. Independent Contractor Relationship
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, employer-employee or principal – agent relationship between SquadRun and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving SquadRun, or otherwise represent to any person in any manner whatsoever a position, that is inconsistent with your being an independent contractor (and not an employee) of SquadRun. You are not the agent of SquadRun or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of SquadRun or the Customer. Without limiting the generality of the foregoing:

4.1 Benefits and Taxes. You are not entitled to or eligible for any benefits that SquadRun may make available to its employees, such as insurance, profit-sharing or retirement benefits, if any. If, notwithstanding the foregoing, you are reclassified as an employee of SquadRun under any circumstances whatsoever , you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by SquadRun. You are solely responsible for complying with all applicable laws, including but not limited to your obligations under applicable tax laws.

5. Deliverables
5.1 Delivery. You agree that you will use the Mobile App to provide the Deliverables for each Assigned Mission on or before the applicable Mission Completion Date, as per the specifications and terms set out in the Mission Request.

5.2 Call recording: Certain mission may require you to make a phone call to an individual or business. If you are assigned such mission you agree to have the conversation recorded as part of the mission deliverables and reviewed by SquadRun for internal quality purposes.

5.3 Ownership. You agree that the Deliverables will be the sole and exclusive property of SquadRun. You hereby irrevocably and unconditionally assign to SquadRun all right, title and interest worldwide in and to the Deliverables and all intellectual property rights of any nature whatsoever thereto, including but not limited to all copyrights and moral rights. If any intellectual property rights, including moral rights, cannot (as per applicable laws) be assigned by you to SquadRun, then (a) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against SquadRun with respect to such rights, and (b) to the extent you cannot (as per applicable laws) make such waiver, you unconditionally grant to SquadRun an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sub-licensees, under any and all such rights to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use the Deliverables in any medium or format, whether now known or hereafter discovered, and to exercise any and all other present or future rights in the Deliverables. At SquadRun’s request, you will (i) cooperate and assist SquadRun both during and after the term of this Agreement, in perfecting, maintaining, protecting and enforcing SquadRun’s rights in the Deliverables, and (ii) execute and deliver to SquadRun any document deemed necessary or appropriate by SquadRun in its discretion to perfect, maintain, protect or enforce SquadRun’s rights in the Deliverables or otherwise carry out the purposes of this Agreement.

6. Confidentiality
6.1 Use and Disclosure. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining SquadRun’s express prior written consent on a case-by-case basis. “Confidential Information” means, (i) information disclosed to you in an Assigned Mission, and (ii) any and all information related to SquadRun’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that SquadRun considers to be confidential or proprietary or SquadRun has a duty to treat as confidential.

6.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

6.3 Reverse Engineering. You will not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Mobile App, any other software, products, models, prototypes, or other items provided by SquadRun that use, embody, or contain Confidential Information.

6.4 Exceptions. Subject to your obligations under Sections 6.1 and 6.2 you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by SquadRun, or is required by law or court order, provided that you immediately notify SquadRun in writing of such required disclosure and cooperate with SquadRun, at SquadRun’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

6.5 Removal; Return. Upon SquadRun’s request and upon any termination of this Agreement, you will promptly (a) return to SquadRun (if the Confidential Information is in a form capable of being returned) or, if so directed by SquadRun, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to SquadRun in writing that you have fully complied with the foregoing obligations.

7. Liability
Notwithstanding anything contained to the contrary, in the event SquadRun or its Customers have reasonable grounds to believe that you are in violation of your obligations under Clause 6.1, Clause 6.2 and Clause 6.3 above, we reserve the right to terminate your account with SquadRun. Further, in the event a Customer holds SquadRun liable for any breach of their confidential information, and such breach can be traced back to the Player, or any loss caused to SquadRun by breach of any conditions under Clause 6.3 then SquadRun reserves its right (i) to recover from any such Player, any and all such losses, damages, costs, and other expenses (including attorneys’ fees) suffered or incurred in relation to such breach by the Player; and (ii) to avail of any and every available remedy for such breach, attributable to the Player, under applicable law.

You represent and warrant that you are not subject to any contract, duty or obligation that would be breached by entering into or performing your obligations under this Agreement, or any Assigned Mission, or that is otherwise inconsistent with this Agreement, or any Assigned Mission.

8. Representations and Warranties
8.1 General. You represent, warrant, and covenant that:
(a) You will not, in the course of performing or preparing to perform any Assigned Mission, infringe or misappropriate, and neither the Deliverables nor any part or element thereof will infringe or misappropriate, any intellectual property right of any other person;
(b) All Deliverables and all elements thereof are your original works and you have all rights necessary to deliver such Deliverables and to grant the rights set forth in this Agreement;
(c) Neither the Deliverables nor any element thereof will be subject to any condition, restriction, mortgage, claim, pledge, security interest, or encumbrance of any other nature when delivered by you to SquadRun;
(d) You will not grant, directly or indirectly, any right or interest in any Deliverable to any other person;
(e) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers);
(f) The Deliverables will fully conform to the specifications, requirements, and other terms in the applicable Mission Request and this Agreement, and will be of a professional and workmanlike quality. In the event of a breach of this warranty, without limiting any other rights or remedies SquadRun may have, you will promptly replace the Deliverables at no additional charge to SquadRun;
(g) You will, at all times during the performance of a Mission or in preparation of an Assigned Mission, comply with all applicable laws. Further, you shall not inconvenience, misbehave, harass or otherwise trouble any person or act in a negligent manner, in the course of or during preparations for an Assigned Mission;
(h) You agree and undertake to read all the terms and conditions of the Mission Agreement, before performing a Mission. Further, in the event the terms and conditions of the Mission Agreement contains a disclaimer stating that the Mission may contain violent/ adult content, then the Player may choose to either perform or not perform the Mission using their own discretion and judgement. In the event, the Player chooses to perform such Mission, the Player agrees and undertakes that SquadRun shall not be liable for any mental or physical damage, loss or harm, that may be caused or claimed to be caused to them due to viewing the violent/ adult content.

8.2 Indemnification. You will indemnify, defend and hold harmless SquadRun and its affiliates, employees, directors and agents, promptly upon demand at any time and from time to time, from and against any and all direct and indirect liabilities, losses, damages, costs, and other expenses (including attorneys’ fees) threatened against or caused to or suffered or incurred in relation to any breach of any representation, warranty, covenant, or obligation in this Agreement, or any Assigned Mission, by you.

9. Limitation of Liability
IN NO EVENT WILL SQUADRUN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF BUSINESS, OR GOODWILL, LOSS OF REVENUE, PROFITS, DATA, OR DATA USE, IN CONTRACT, TORT, OR OTHERWISE . NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE ACTION ACCRUED. IN NO EVENT WILL OUR LIABILITY FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT OR TORT OR BREACH OF WARRANTIES OR STRICT LIABILITY OR FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE EXCEED THE AMOUNT OF TOTAL FEES ACTUALLY PAID BY YOU FOR THE SERVICES UNDER THIS AGREEMENT IN THE ONE (1) MONTH IMMEDIATELY PRECEEDING THE INCIDENT GIVING RISE TO THE CLAIM OR EQUIVALENT AMOUNT, AS CALCULATED ON AN AMORTIZED BASIS.

10. Term and Termination
10.1 Termination by SquadRun. SquadRun may, at any time and at its sole discretion, terminate this Agreement, in whole or in part. In such an event, SquadRun shall pay all outstanding Fees duly earned by you in accordance with the terms of this Agreement.

10.2 Termination by You. You may terminate this Agreement at anytime by deleting the SquadRun Application. Upon such termination, your unused SquadCoins will be forfeited

10.3 Survival. Sections 3, 4, 5.1, 6, 8, 9, 10.3, and 11 will survive any termination of this Agreement. Termination of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

10.4 Term. This Agreement shall be valid from the date you register as a Player till the date this Agreement is terminated in accordance with its terms.

10.5 Removal of Player. SquadRun reserves the right to, at any time and at its sole discretion, remove or ban any Player from using the Mobile App, without providing any notice thereof to the Player.

10.6 Refunds and Redemption of SquadCoins. SquadRun will not refund or allow the Player to redeem any SquadCoins in the event that the Player is banned or removed from using the Mobile App because of intentional wrongdoing or fraud. In all other cases, the refund or redemption of SquadCoins will be determined on a case-by-case basis.

11. General Provisions
11.1 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Delaware. The courts and tribunals of Delaware have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).

11.2 Dispute Resolution. If any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement or the Mission Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or the Mission Agreement or a party’s performance of its obligations, the Parties shall attempt in the first instance to resolve the same through mutual good faith consultation. If the dispute is not resolved in this manner within forty-five (45) days of a Party’s notice of a Dispute, then the parties agree to binding arbitration in the state of Delaware, to resolve all disputes concerning this Agreement or the Mission Agreement.

11.3 Severability. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

11.4 No Assignment. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by you, under any circumstances. SquadRun may assign this Agreement or any of its rights under this Agreement to any third party without your consent.

11.5 Notices. SquadRun may give any notice required by this Agreement by means of a general notice or pop-up notification on the Mobile App. Such notice shall be deemed to have been given immediately upon being dispatched by SquadRun. You may give notice to SquadRun, by way of email or registered post, to the following address:
Email: info@squadrun.co
Address: A-29, Sector 3, Noida – 201301, India

11.6 Remedies and Rights. All remedies, either under this Agreement, or by law or otherwise afforded to each party in this Agreement shall be cumulative and not alternative. Unless expressly provided to the contrary in this Agreement, the rights of a party expressed under this Agreement for damages or otherwise for breach by the other party are without limitation to any other rights or remedies of the first mentioned party including rights to injunction, specific relief, restitution or other equitable relief, none of which rights or remedies shall be affected or diminished thereby.

11.7 Waiver. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach of default of any party under this Agreement, shall impair any such right, power or remedy of any party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of either party, of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

11.8 Entire Agreement; Amendments. This Agreement supersedes all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence) if any, between the parties with respect to the subject matter of this Agreement, and this Agreement (as amended or modified) together with the Mission Agreement, contains the sole and entire agreement between the parties with respect to the subject matter hereof. Except as permitted herein, no modification of or amendment to this Agreement will be effective unless agreed by both parties in writing.

11.9 Good Faith: You shall, in good faith, do all acts necessary to give effect to the provisions of this Agreement. You also agree to, in good faith, do all acts necessary as are within their powers to carry out your obligations under this Agreement and give effect to the provisions of this Agreement.

11.10 Modifications to Mobile App. SquadRun reserves the right at any time to modify or discontinue, temporarily or permanently, the Mobile App or the Service (or any part thereof) with or without notice. You agree that SquadRun shall not, under any circumstances, be liable to you or to any third party for any modification, suspension or discontinuance of the Mobile App or the Service.