TERMS & PRIVACY  

SQUAREOFFS TERMS OF SERVICE

Welcome to SquareOffs.com, the website and online service of SquareOffs LLC (“SquareOffs,” “we,” or “us”). These terms explain how you may use our web application and software provided on or in connection with the service (collectively the “Service”). By accessing or using the Service, you (the “Publisher” or “Subscriber”) signify that you have read, understood and agree to be bound by these Terms of Service ("Terms") and to the collection and use of your information as set forth in the SquareOffs Privacy Policy below, whether or not you are a registered user of our Service. These Terms apply to all visitors, users, and others who access the Service (“Users”).

Note: These terms contain a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.

DESCRIPTION AND USE OF SERVICE

 

Description of Our Service

The Service provides a social voting and debate engine that easily embeds into any website, and helps publishers increase engagement and readers online. In addition to other functionalities, the Service provides: (i) a voting and commenting system for two sides of a debate; (ii) a writer/editor distribution model for publishers; (iii) an administrative tool for managing embeds, managing comments, integrating advertising, and monitoring performance; and (iv) social sharing features that directly benefit publishers.

Eligibility

You may use the Service only if you can form a binding contract with SquareOffs, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by SquareOffs.

SquareOffs Account

Your SquareOffs account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a SquareOffs account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify SquareOffs immediately of any breach of security or unauthorized use of your account. SquareOffs will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your profile settings. By providing SquareOffs your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. SquareOffs owns all data collected in the Service. No personally identifiable information (PII) will ever be shared or sold to a third-party. SquareOffs uses the external Facebook and Twitter authentication services for establishing identity of all Users in the Service. Users are free to remove their SquareOffs login connection from these external services at any time.

Services Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping” or “framing” except for uses allowed under the “Feed and API” section below; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the SquareOffs servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that SquareOffs grants the operators of public search engines revocable permission to use spiders to copy materials from SquareOffs.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, to compromise the system integrity or security or to decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity or conducting fraud; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service or SquareOffs’ written permission; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for any or no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

If we determine that a change would void this agreement, there will be a notification within 60 days prior to the change taking effect in the Service.

You are solely responsible for your interactions with other SquareOffs Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. SquareOffs shall have no liability for your interactions with other Users, or for any User’s action or inaction.

Advertisements

You agree that SquareOffs may include advertisements and/or content provided by SquareOffs and/or a third party (collectively “Ads”) as part of the implementation of the Service. You agree to comply with any specifications that may be provided by SquareOffs from time to time to enable proper delivery, display, blocking, tracking and/or reporting of Ads. You agree to inform SquareOffs of any blocking you will need on Ads before using the Service.You will receive a payment related to the number of valid clicks on Ads, the number of valid impressions of Ads and/or other events performed in connection with the display of Ads on the Permitted Sites (as defined below), in each case as determined by SquareOffs in its sole discretion in accordance to the applicable and agreed upon revenue share percentage. “Permitted Sites” means web sites owned, operated or controlled by you on which you have integrated the Service. Your payments will be sent by SquareOffs within approximately sixty (60) days after the end of each calendar month that Ads are running on the Permitted Sites if your earned balance is $100 USD or more. If you terminate this Agreement (and you have not breached this Agreement), SquareOffs will pay you your earned balance within approximately sixty (60) days after the end of the calendar month in which the Agreement is terminated by you (following SquareOffs’ receipt of your written request, including by email, to terminate this Agreement). In no event, however, will SquareOffs make payments for any earned balance less than $10 USD.

Notwithstanding the foregoing, SquareOffs will not be liable for any payment based on: (a) any amounts which result from invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Licensor, including without limitation through any clicks or impressions solicited by payment of money, false representation, or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that SquareOffs may deliver; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by you for any applicable pay period. We reserve the right to withhold payment due to any of the foregoing or any breach of the Agreement by you, pending our reasonable investigation of any of the foregoing or any breach of the Agreement by you, or in the event that an advertiser whose Ads are displayed in connection with the Permitted Sites defaults on payment for such Ads to us. You agree to pay all applicable taxes or charges imposed by any government entity in connection with any payments received hereunder. You acknowledge and agree that SquareOffs may change its pricing and/or payment structure at any time. If you dispute any payment made hereunder, you must notify SquareOffs in writing within fifteen (15) days of any such payment; failure to so notify SquareOffs will result in the waiver by you of any claim relating to any such disputed payment.

Payment will be calculated solely based on records maintained by SquareOffs and no other measurements or statistics of any kind will be accepted or have any effect under this Agreement. We make no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to you under this Agreement. You acknowledge and agree to claim any payments provided by SquareOffs to you within six (6) months of the issuance of that payment otherwise SquareOffs shall have the right to recapture all payments that are held by SquareOffs and that are due to you (if any), but which SquareOffs is unable to pay or deliver to you because of an Inactive Status (as defined below). “Inactive Status” means that, based on our records: (a) for a period of six (6) months or more you have not logged onto your account and have not accepted payments that we have attempted to pay or deliver to you, and (b) We have been unable to reach you, or have not received adequate payment instructions from you, after contacting you at the address shown in our records.

Usage Subscription

Subject to the terms and conditions of these Terms, SquareOffs grants you a non-exclusive, limited, non-transferable, freely revocable subscription to use the Service for use only and as permitted by the features of the Service. This includes all Users posting and interacting with content created using the Services. SquareOffs reserves all rights not expressly granted herein in the Service and with User Content (as defined below). SquareOffs reserves the right to terminate your subscription to use the Service at any time and for any reason.

User Responsibility and User-Posted Content

Some areas of the Service allow Users to post content such as profile information, votes, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User Content”).

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); or (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of privacy or publicity rights. SquareOffs reserves the right, but is not obligated, to reject and/or remove any User Content that SquareOffs believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of the Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following: Your User Content and SquareOffs’ use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights, right of publicity and privacy rights.

SquareOffs may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

SquareOffs takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that SquareOffs shall not be liable for any damages you allege to incur as a result of User Content.

By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to SquareOffs a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service (hosted at squareoffs.com) and SquareOffs’ (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under these Terms.

Feeds and API

SquareOffs provides access to portions of its Service via content feeds and API; for the purposes of these Terms, such access constitutes use of the Service. SquareOffs asks that you use these features respectfully, and as may be outlined in any documentation that we provide. You may not use these or any other features of the Service itself to allow the display of a substantial portion of the SquareOffs database or reproduce, duplicate or copy any or all of the SquareOffs Service. SquareOffs reserves the right to change these features at any time and to disable access to the feeds and the API at any time for any reason or no reason.

Implementation

Service is delivered as an HTML iframe for all types of Publisher implementations. Flash banners, associated creative, and other rich media are developed and hosted by the Publisher and its affiliates, and co-exist with the Service on Publisher and affiliate web pages. Publisher and affiliates are responsible for all moderation of user comments. Administrative tools are provided to Publisher and affiliates for this function.

SquareOffs Property

SquareOffs, the SquareOffs logo and the SquareOffs design are trademarks or trade dress of SquareOffs, and may not be used without express written permission from SquareOffs, other than for attribution, which is required via the display of the SquareOffs logo and marks and usage of the universal SquareOffs embed as presented in the Service, unless otherwise agreed in writing by SquareOffs. All other trademarks not owned by SquareOffs that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SquareOffs. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, APIs, software, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “SquareOffs Content”), and all Intellectual Property Rights related thereto, are the exclusive property of SquareOffs and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SquareOffs Content. Use of the SquareOffs Content for any purpose not expressly permitted by these Terms is strictly prohibited.

Paid Services

Certain aspects of the Service may be provided for a fee or other charge at any time. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms set forth in any agreement executed by you and the Service. SquareOffs may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy below, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

DMCA Notice

Since we respect artist and content owner rights, it is SquareOffs’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify SquareOffs’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Service;

4. Information reasonably sufficient to permit SquareOffs to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice – SquareOffs LLC

Address: 1913 W. 45th Ave, Kansas City, KS 66103

Telephone: N/A

Fax: N/A

Email: info@squareoffs.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying SquareOffs and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with SquareOffs’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, SquareOffs has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. SquareOffs may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by SquareOffs. SquareOffs does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and SquareOffs’ Privacy Policy do not apply to your use of such sites. You expressly relieve SquareOffs from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that SquareOffs shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

Indemnity

You agree to defend, indemnify and hold harmless SquareOffs and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any provision of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranty and Limitation of Liability

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SQUAREOFFS, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

SQUAREOFFS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SQUAREOFFS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SQUAREOFFS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SQUAREOFFS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SQUAREOFFS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUAREOFFS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SQUAREOFFS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING GREATER THAN EITHER (A) THE AMOUNT YOU PAID TO SQUAREOFFS HEREUNDER OR (B) 1 DOLLAR.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SQUAREOFFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from its facilities in the United States. SquareOffs makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SquareOffs without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to Terms

SquareOffs may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by SquareOffs in our sole discretion. SquareOffs reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. SquareOffs is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Any notices must be sent to SquareOffs in English at info@squareoffs.com. SquareOffs may, in its sole discretion, modify or update these Terms from time to time. When we change these Terms, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to these Terms or to our Privacy Policy, please do not access or use the Service. We recommend that you review this page periodically.

 

Other

 

Governing Law

You agree that: (i) the Service shall be deemed solely based in Kansas; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over SquareOffs, either specific or general, in jurisdictions other than Kansas. These Terms shall be governed by the internal substantive laws of the State of Kansas, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state or federal courts located in Wyandotte County, Kansas for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

Arbitration

In the unlikely event that SquareOffs has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any SquareOffs claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) in Wyandotte County, Kansas under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing SquareOffs from seeking injunctive or other equitable relief from the courts as necessary to protect any of SquareOffs’ proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SQUAREOFFS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

General

SquareOffs and you are independent entities, and nothing in the Terms, or via use of the Services, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between SquareOffs and you. These Terms supersede any previous Terms of Service and represent the entire agreement between SquareOffs and you. If any provision of the Terms is adjudged to be illegal or unenforceable, the continuation in full force of the remainder of the Terms will not be prejudiced, and the illegal or unenforceable provision of the Terms shall be severed accordingly. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and SquareOffs’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

These Terms were first published and made effective on December 5, 2012.

 

SQUAREOFFS PRIVACY POLICY

 

Overview

Welcome to the SquareOffs privacy policy ("Privacy Policy"). This Privacy Policy explains how we collect, use, maintain, disclose and protect the information collected from you via the SquareOffs.com website, software, application or platform (collectively, the "Service"). Please read this Privacy Policy carefully. By accessing and using our Service, you acknowledge that you have read, understand and agree to be bound to all of the terms of this Privacy Policy. If you do not agree to these terms, please exit our site immediately and do not use our service. We will provide notification of any material changes to this Privacy Policy through the Service at least thirty (30) days prior to the change taking effect. You understand that you have the affirmative obligation to check this Privacy Policy periodically for changes, and you hereby agree to periodically review this Privacy Policy for such changes. Your continued use of the Service following the posting of changes to this Privacy Policy constitutes your acceptance of those changes.

If you do not agree with anything in this policy, your only option is to stop using our Service.

What Information We Collect

We may collect personally identifiable information from users in a variety of ways.

Account

When you create an account with SquareOffs, we collect some personal information to help offer our services and make our Service available to you. Among that information is your name, username, password, and email address. This information allows us to address you by name and helps us know which kinds of SquareOffs you may like. Just so you know, we do not collect or store your street address, phone number, or any payment information. We also may allow you to create an account through an alternate means, such as by connecting your Facebook or Twitter account to SquareOffs. We collect similar basic information in this case from third-party sites such as Facebook and Twitter.

Usage

We collect some information about usage on our Service, such as which SquareOffs are being viewed, shared, and created. These can help us determine which SquareOffs our users like and which ones they don't. We may collect location and time data for these events as well to help us understand how, where and when our community likes to use our Service. Along those same lines, we may collect your IP address, browser and operating system information so that we know which technology platforms we should focus on the most to deliver the best experience to our community.

Communications with Us

If you communicate with us by email or otherwise (you post messages to any feedback forums or otherwise interact with or use the features on the Service), any information provided in such communications may be collected by us.

Children Under 13

We do not intentionally market to or allow children under 13 to use our Service. As such, we do not intentionally or knowingly collect or maintain information for children under 13. If we discover that a particular user is under 13, we will take steps to remove that user's information permanently from our Service.

 

Use of Your Information

 

We do not sell, trade, lease or share your personal information for marketing purposes unless you give us specific permission allowing us to do so. In general, we use information collected and generated through our Service to provide you and others within our community a better overall user experience, and to help our Publishers (the businesses who embed SquareOffs on their sites) understand their readers. We may use information collected through the Service for the specific purposes for which the information was collected, to process services offered via the Service, to contact users regarding products and services offered by us, our Publishers, and other related companies and our trusted affiliates, independent contractors and business partners, and otherwise to enhance users' experience with us and our Publishers, affiliates, independent contractors and business partners. We may also use information collected through the Service for research regarding the effectiveness of the Service and our business planning, marketing, advertising and sales efforts, and those of our trusted affiliates, independent contractors and business partners.

Social Media Sharing

If your account is setup to allow us to do so, or if you manually request us to do so, we may share some of your SquareOffs activities (such as when you vote on or create a SquareOff) with your social networks. You can always opt out of this type of sharing by changing your settings or choosing not to use the manual sharing options.

Trusted Third-Parties

We may provide information to third parties to help us deliver our Service; however these third party partners are bound by terms at least as restrictive as this Privacy Policy, and we only provide them the information they need to help us deliver our Service, nothing more. We may also disclose aggregate, anonymous data based on information collected from users to investors and potential partners. Finally, we may disclose or transfer personally identifiable information collected from users in connection with or in contemplation of a sale of its assets or business or a merger, consolidation or other reorganization of its business.

Opting Out

We may provide options to allow you to opt out of specific instances where we need to share your information. By choosing to opt out, you can keep your information from being shared in that instance.

Legal

If we are subpoenaed or required to by law, we will disclose only the information required to the appropriate authorities. We may also disclose information in order to protect the rights, property or safety of a user or any other person. We may disclose information to investigate or prevent a violation by user of any contractual or other relationship with us or the perpetration of any illegal or harmful activity.

Third-Parties

Our Privacy Policy does not apply to any third party sites that we may link to, so if you visit those sites, you need to review their privacy policies before submitting anything to them. Unless they are a trusted third-party as specified above, we do not disclose your information to them. Having a link to a third-party site does not necessarily mean we endorse them - we may just provide this link for convenience or that party may have provided the link on their own accord.

Security

At SquareOffs, we're committed to protecting your personal information, and we use industry standard security procedures and technologies to do so. Despite that, it is impossible to eliminate all possible security risks. By accessing our Service or providing information to us, you acknowledge that some risk still exists. We are not responsible for the circumvention of any privacy settings or security measures relating to the Service by any users or third parties.

We are based, and this Service is hosted, in the United States of America. If you are from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, and you are registering an account on the Service, visiting the Service, accessing services from us or our Service, or otherwise using the Service in any manner, please note that any personally identifiable information that you provides to us will be transferred to the United States. Any such personally identifiable information provided will be processed and stored in the United States by us or a service provider acting on our behalf. By providing your personally identifiable information, you hereby specifically and expressly consent to such transfer and processing and the uses and disclosures set forth herein.

Correcting, Updating, Accessing or Removing Personal Information

If your personally identifiable information changes, or if you no longer desires to receive non-account specific information from us, we will endeavor to provide a way to correct, update and/or remove your previously-provided personal data. This can be done by emailing a request to us at info@SquareOffs.com. Additionally, you may request access to the personally identifiable information as collected by us by sending a request to us. Please note that in certain circumstances, we may not be able to completely remove your information from our systems. For example, we may retain your personal information for legitimate business purposes, if it may be necessary to prevent fraud or future abuse, for account recovery purposes, if required by law or as retained in our data backup systems or cached or archived pages. All retained personally identifiable information will continue to be subject to the terms of the Privacy Policy to which you have previously agreed.

Contacting Us

Questions? Contact us at info@squareoffs.com.

This Policy was first published and made effective on December 5, 2012.