Terms & Conditions
SquadStack is a Desktop application platform (“Desktop App”) owned and operated by SquadRun Inc. (“SquadStack “We”, “Our” or “Us”). It provides a service (the “Service”) that allows its customers (“Businesses”) to deploy SquadStack’s network of geographically distributed workers (the “Player” or “You”) to collect, categorize, moderate and verify data requested by such customers.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.
You agree and understand that certain features of the Desktop 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. SquadStack reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Desktop App. You are responsible for regularly checking the Desktop App and checking for any updates / revised versions of this Agreement. Continued use of the Desktop App after any such changes are made to this Agreement shall constitute your consent to such changes. SquadStack 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 Desktop 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 Desktop App as a Player.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
- “Deliverables” means the deliverables specified in a Mission Request for delivery by a Player to SquadStack.
- “Mission Request” means a notification from SquadStack to one or more Players via the Desktop 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.]
- “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.
- “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 Desktop App and SquadStack assigning such Mission to You, which assignment shall be at SquadStack’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 SquadStack’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 SquadStack’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 not 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 SquadStack 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 SquadStack 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.
Upon You validly completing a Mission and subject to the Deliverables being in a form acceptable to SquadStack, which shall be decided by SquadStack at its sole discretion, SquadStack 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. SquadStack will not transfer any SquadCoins for an Assigned Mission if SquadStack 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 SquadStack 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 SquadStack from time to time. It is clarified that the re-activation of Your account shall be at SquadStack’s sole discretion and SquadStack reserves the right to permanently suspend Your account if it deems fit.
- SquadCoins can be redeemed for cash cards, wallet recharges, coupon codes or any other redemption option made available on the App. Desktop recharges, wallet recharges or other rewards redeemed by users are completed using a third-party application. SquadStack is not responsible for incorrect or failed or unsuccessful transactions and repayment of the same.
4. Obligations of the User
In the event a feedback, a comment or any communications made by the User on the SquadStack application contains profanity or abusive language, SquadStack Inc. shall have the right to suspend the User’s account temporarily or indefinitely and/or issue a formal warning to such User and take necessary legal action against such User.
You agree to immediately notify Us of any unauthorized use of Your account information or any other breach of security. We shall not be liable for any loss or damage arising from Your failure to comply with this clause.
5. 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 SquadStack 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 SquadStack, 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 SquadStack. You are not the agent of SquadStack or of SquadStack’s 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 SquadStack or any SquadStack customer. Without limiting the generality of the foregoing:
Benefits and Taxes: You are not entitled to or eligible for any benefits that SquadStack 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 SquadStack 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 SquadStack. You are solely responsible for complying with all applicable laws, including but not limited to your obligations under applicable tax laws.
- Delivery: You agree that you will use the Desktop 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.
- 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 SquadStack for internal quality purposes.
- Ownership: You agree that the Deliverables will be the sole and exclusive property of SquadStack. You hereby irrevocably and unconditionally assign to SquadStack 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 SquadStack, then (a) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against SquadStack with respect to such rights, and (b) to the extent You cannot (as per applicable laws) make such waiver, You unconditionally grant to SquadStack 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 SquadStack’s request, You will (i) cooperate and assist SquadStack both during and after the term of this Agreement, in perfecting, maintaining, protecting and enforcing SquadStack’s rights in the Deliverables, and (ii) execute and deliver to SquadStack any document deemed necessary or appropriate by SquadStack in its discretion to perfect, maintain, protect or enforce SquadStack’s rights in the Deliverables or otherwise carry out the purposes of this Agreement.
- 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 SquadStack’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 SquadStack’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 SquadStack considers to be confidential or proprietary or SquadStack has a duty to treat as confidential.
- 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.
- Exceptions: Subject to Your obligations under Clause 7 sub-clause (i) and (ii) You will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by SquadStack, or is required by law or court order, provided that You immediately notify SquadStack in writing of such required disclosure and cooperate with SquadStack, at SquadStack’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
- 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.
- Removal; Return: Upon SquadStack’s request and upon any termination of this Agreement, You will promptly: (a) return to SquadStack (if the Confidential Information is in a form capable of being returned) or, if so directed by SquadStack, 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 SquadStack in writing that you have fully complied with the foregoing obligations.
Notwithstanding anything contained to the contrary, in the event SquadStack or its customers have reasonable grounds to believe that You are in violation of Your obligations under this Agreement, We reserve the right to terminate Your account with SquadStack. Further, in the event a customer holds SquadStack liable for any breach of their confidential information, and such breach can be traced back to the Player, or any loss caused to SquadStack by breach of any conditions under Clause 7 then SquadStack 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.
9. Representations and Warranties
- 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 SquadStack;
(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 SquadStack may have, you will promptly replace the Deliverables at no additional charge to SquadStack;
(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 SquadStack 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.
- Indemnification: You agree to indemnify, defend and hold harmless SquadStack 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, claims, damages and other expenses (including attorneys’ fees), due to or arising out of: (a) Your failure to comply with the terms and conditions of this Agreement; or (b) where any information You submit, email, or otherwise transmit to Us violates third party rights or applicable law. We reserve the right, at Our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such cases, You agree to fully cooperate with such defence and in asserting any available defences.
10. Limitation of Liability
IN NO EVENT WILL SQUADSTACK 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 THAT IS 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 PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM OR EQUIVALENT AMOUNT, AS CALCULATED ON AN AMORTIZED BASIS.
11. Disclaimer of Warranty
The SquadStack application, the Services and each portion thereof are provided “as is” without warranties of any kind either express or implied. To the fullest extent possible pursuant to applicable laws of India. We disclaim all warranties, express or implied, with respect to the SquadStack application, the Services and each portion thereof, including, but not limited to, implied warranties of the Services, non-infringement or other violation of rights.
SquadStack Inc. makes no representations that the information on the SquadStack application is appropriate or available for use in other locations, where their content is illegal or prohibited. Those who choose to access the SquadStack application from such other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
The quality of the Services, information, or other material provided or obtained by you through the SquadStack application will be as per SquadStack’s standards.
We do not warrant or guarantee that the SquadStack application and its Services will function with Your Desktop or computing device or be compatible with the hardware or software on any particular devices. In addition, other multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Service.
Under no circumstances, shall SquadStack Inc. be liable for any direct, indirect, special, incidental or consequential loss or damages arising due to gross negligence or wilful misconduct of any third-party service providers empanelled by SquadStack for the purposes of rendering its Services.
If You are dissatisfied or harmed by this SquadStack application or anything related to the SquadStack application, You may terminate this Agreement in accordance with Clause 12 below.
SquadStack Inc. does not guarantee that the SquadStack application will function without interruption or errors in functioning. In particular, the operation of SquadStack application may be interrupted due to maintenance updates, or system or network failures. In the event of interruption in accessing the SquadStack application due to the abovementioned reasons, SquadStack inc. shall inform the Users of the same, and SquadStack disclaims all liability with respect to delay in provision of Services due to the same.
12. Term and Termination
- Termination by SquadStack. SquadStack may, at any time and at its sole discretion, terminate this Agreement, in whole or in part. In such an event, SquadStack shall pay all outstanding Fees duly earned by You in accordance with the terms of this Agreement.
- Termination by You: You may terminate this Agreement at anytime by deleting the SquadStack application. Upon such termination, your unused SquadCoins will be forfeited.
- Survival: Clauses 3, 5, 6(i), 7, 9, 10, 11(iii), 12 and such other provisions which survive by nature shall continue to survive termination of this Agreement. Termination of this Agreement will not affect either party’s liability for any breach of this Agreement committed by the defaulting party prior to the expiration or termination of this Agreement.
- 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.
- Removal of Player: SquadStack reserves the right to, at any time and at its sole discretion, remove or ban any Player from using the Desktop App, without providing any notice thereof to the Player.
- Refunds and Redemption of SquadCoins: SquadStack will not refund or allow the Player to redeem any SquadCoins in the event that the Player is banned or removed from using the Desktop 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.
13. General Provisions
- 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).
- 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.
- 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.
- 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. SquadStack may assign this Agreement or any of its rights under this Agreement to any third party without your consent.
- Notices: SquadStack may give any notice required by this Agreement by means of a general notice or pop-up notification on the Desktop App. Such notice shall be deemed to have been given immediately upon being dispatched by SquadStack. You may give notice to SquadStack, by way of email or registered post, to the following address:
Address: A-29, Sector 3, Noida – 201301, India
- 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.
- 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.
- 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.
- 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.
- Modifications to Desktop App: SquadStack reserves the right at any time to modify or discontinue, temporarily or permanently, the Desktop App or the Service (or any part thereof) with or without notice. You agree that SquadStack shall not, under any circumstances, be liable to you or to any third party for any modification, suspension or discontinuance of the Desktop App or the Service.