Platform General Terms of Service

1. Campaign Set-Up. The Platform makes it easy for Brands to set up and manage their Campaign(s) and Brands are in control —including but not limited to setting the Payout, parameters, terms and rules for each Campaign. Campaigns must include complete and accurate information about the product or offering, the Payout, and any rules or requirements that apply to the Campaign. Brands are responsible for keeping their Campaign information and content up to date and accurate at all times. Brands may have multiple Campaigns if they have multiple products and/or offerings. 
2. “Campaign Terms” are any terms, policies, or conditions that Brands want to apply to Traffic Partners. Campaign Terms must: (i) be consistent with these Terms, our Policies, and the information provided in the Campaign, and (ii) be prominently disclosed in the Campaign details. 
3. Campaign Content. Brands may provide Brand Creatives through the Platform to be used by Traffic Partners for distributing Campaigns, and if applicable, Brands can specify rules, restrictions, and guidelines about the use of the Brand Creatives (“Brand Guidelines”). If a Brand permits, Traffic Partners may also use their own Traffic Partner Creatives for distributing Campaigns, but subject to the Brand’s approval as set out in Section 9.1(d) below. Further guidance, rules and restrictions around the ownership, licensing and use of Brand Creatives and Traffic Partner Creatives are discussed in Section 15.
4. Campaign Ad Approvals.Traffic Partners must submit Traffic Partner Creatives to Brands for review through the Platform’s Ad Approvals function. Brands are responsible for reviewing the Traffic Partner Creatives and approving or rejecting the creatives and/or providing feedback on the same within the Platform. 
5. Campaign Content Responsibilities. Brands and Partners acknowledge and agree that Squaredance offers a self-managed platform and Squaredance has no obligation or responsibility to monitor Campaign Content, whether it is Brand Creatives or Traffic Partner Creatives, for compliance with these Terms, our Policies, Campaign Terms or applicable laws or regulations and shall have no liability for any violation of same by Brands or Partners. 

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Brands are solely responsible for managing their Campaigns, Campaign Content, and applicable Ad Approvals and Partnership Permissions.

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9.2 Finding Perspective Traffic Partnerships.

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1. To help Brands find prospective Traffic Partners for a Campaign, the Platform generates recommended Partners specific to the Campaign based on Platform generated metrics, such as those Traffic Partners that have been high-performing in the vertical and channel that is most important to the Brand and those which performed well on similar campaigns. Brands may also filter through the Platform’s vast catalogue of Traffic Partners by Partner type, channels, verticals, and country(ies). Brands can then learn more about Traffic Partners by reviewing Partner profiles and if they have questions, Brands can message the Traffic Partner through the Platform messenger tool. 
2. Traffic Partners are also able to search through Campaigns that are recommended to them by the Platform using various filters and can send messages to the Brand with any questions. 
3. By generating recommended partnerships, Squaredance is not making any endorsements and makes no guarantees about the suitability or success of a partnership between a Brand and Traffic Partner. It is the responsibility of the parties to review and investigate another party to determine whether it is a suitable partnership for them.
4. Traffic Partner Search Ranking. The Platform may rank Traffic Partner profiles to help  make recommendations to Brands. The ranking of Traffic Partner profiles in the Platform recommendations and a Brand’s search results depend on a variety of metrics, including but not limited to Partner profile similarity to Campaign characteristics, Brand search filters, and Platform generated metrics, such as audience and performance metrics.
5. Brand Search Ranking. The Platform may rank Campaigns to help make recommendations to Traffic Partners. The ranking of Campaigns in the Platform recommendations and in a Traffic Partner’s search results depend on a variety of metrics, including but not limited to performance of a Campaign based on volume in the network, Traffic Partner profile similarity to Campaign characteristics, Traffic Partner search filters, and Platform generated metrics, such as audience and performance metrics.

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9.3 Traffic Partnership Permissions.

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1. Traffic Partner Approvals. Brands may pre-approve Traffic Partners to provide Traffic Partner Services on a Campaign or Traffic Partners can submit approval requests to Brands. Traffic Partners may be approved on more than one of a Brand’s Campaigns, but they must apply for or be approved by Brand separately for each Campaign. Brands may approve or reject a Traffic Partner approval request or a Traffic Partner may choose not to accept a Brand partnership at their sole discretion.
2. While a default Payout value may be set by a Brand campaign wide, the Payout may also be modified individually for each approved Traffic Partner during the Traffic Partner Approval process or may be modified from time to time.
3. When a Brand approves a Traffic Partner to provide Traffic Partner Services on a Campaign, a partnership is formed between the Brand and the Traffic Partner, and Brand agrees to pay all applicable fees including the Payout for Qualified Transactions and the Platform’s service fees (and applicable taxes) as further set out in our Payment Terms.
4. Entering Traffic Partnerships.

c. Entering Non-Traffic Partnerships

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9.4 Revoking Traffic Partner Approvals; Campaign Cancellations; and Partnership Modifications.

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1. Revoking Traffic Partner Approvals. Brands may revoke Traffic Partner Approvals for various reasons (ex. violation of terms, poor quality traffic, discretionary, etc.). While Brands may revoke Traffic Partner Approvals at any time, we highly recommend that Brands should inform Traffic Partners in advance of the decision to give a reasonable amount of time to pause traffic sources on the Campaign(s). Revoking a Traffic Partner on a Campaign cannot be reversed.
2. Campaign Cancellations. Brands may pause or cancel a Campaign at any time but will be required to pay for Traffic Partner Services provided up to the effective time of the pausing or cancellation subject to these Terms and our Policies. We highly recommend that Brands provide a minimum of forty-eight (48) hours notice, or as set in the Campaign Terms, to the Traffic Partners providing Traffic Partner Services on the Campaign.
3. Partnership Modifications. Brands and Traffic Partners are responsible for any modifications to the partnership they agree to make via the Platform or direct Squaredance or a Platform representative to make on their behalf ("Partnership Modifications''), such as modified Payouts, and Brand agrees to pay any additional amounts, fees, or taxes associated with any Partnership Modification.

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9.5 Tracking and Reporting on Campaigns

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1. Squaredance Tracking & Reporting. Tracking and reporting on Qualified Transactions and billing and payments related to the same shall be based on Squaredance’s proprietary tracking and attribution system as facilitated through the Platform (“Squaredance Tracking”). Brands agree to place Squaredance tracking pixels on Brand’s Campaign website, which shall be used for tracking Qualified Transactions and to track and collect other data for Squaredance, the Platform, Brands and/or Partners. Squaredance tracking pixels utilize cookies which are stored on an End-Customer’s browser when they initially visit a Campaign website on which a tracking pixel is placed. Users acknowledge and agree that if, in addition to Squaredance Tracking, Users opt to use third-party tracking and attribution platforms, the numbers and data shown by Squaredance Tracking shall supersede and shall be the sole basis for recording and determining Qualified Transactions, Brand Billing and Traffic Partner Payments related to the same.
2. ‍Attribution.

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10. Authorized Service Partner (Non-Traffic) Services

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10.1 Non-Traffic Partnerships Permissions

Brands may approve and authorize Authorized Service Partners to provide Managed Services or Creative Services to them through the Platform.

1. By approving a Non-Traffic Partnership Permission, Brand agrees and acknowledges that (i) Squaredance makes no guarantees about Authorized Service Partners and/or Managed Services or Creative Services; (ii) Authorized Service Partners  are not under Squaredance’s control; and (iii)  to the fullest extent permitted by law, Squaredance is not responsible for any actions taken by Authorized Service Partners.
2. Managed Services‍

c. Entering Non-Traffic Partnerships.

d. Brands are solely responsible for all costs or expenses arising out of their engagement of Authorized Service Partners on the Platform, as applicable. 

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Section VI - Data

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11. User Data & Privacy

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11.1 “User Data”

means data in electronic form input or uploaded into or collected through the Platform by and from Users, including without limitation, sales data and information, pricing, and other similar information, customer analytics, and other data generated by or collected from Users, Authorized Members and End-Customers. For the purposes of this Agreement, User Data shall not include User Creatives. 

11.2 Use of and Access to User Data. 

1. License Grant. User grants Squaredance a non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, and display User Data to provide the Platform, enhance the Platform, collect and deliver market insights, and for other business purposes. For clarity, this information is not considered confidential information for purposes of this Agreement.
2. Rights to Use. User represents and warrants that User has all necessary rights, consents, and approvals, to grant us this access and this information for the uses permitted hereunder. User expressly represents and warrants that all User Data was collected in accordance with Squaredance’s privacy policies, applicable third-party policies, and all applicable laws. User further agrees not to provide any User Data that violates the privacy rights of any individual or intellectual property rights of any third-party or to which User does not have rights.
3. Limits on Squaredance’s License to User Data. Unless it receives User’s prior written consent, Squaredance: (i) shall not access, process, or otherwise use User Data other than as necessary to operate and facilitate the Platform and to improve User experience on the Platform; and (ii) shall not intentionally grant any third-party access to User Data, including without limitation the Platform’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, Squaredance may disclose User Data as required by applicable law or by proper legal or governmental authority. Squaredance shall give User prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.

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11.3 Privacy Policy.

Our Privacy Policy  applies only to the Squaredance website and Platform and does not apply to any third-party website or service linked to the Platform or recommended or referred to through the Platform or by Squaredance’s employees, contractors, or other authorized representative, including without limitation, a User’s websites.

11.4 Risk of Exposure.

User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, User assumes such risks. Squaredance offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through its own errors or actions , or those of third-parties.

11.5 Data Accuracy.

Squaredance shall have no responsibility or liability for the accuracy of data uploaded to the Platform by User, including without limitation User Data.

11.6 Data Deletion.

Squaredance may permanently erase User Data if User’s account is delinquent, suspended, or terminated for ninety (90) days or more.

11.7 Excluded Regulated Data.

User represents and warrants that User Data does not and will not include, and User has not and shall not upload or transmit to Squaredance's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of User’s internal policies or practices or by law or regulation, such as (i) any patient, medical, or other protected or regulated health information protected under laws or regulations specifically for patient data, patient records information management, or protected health information; (ii) any government IDs or financial information (including bank account or payment card numbers); or (iii) any other information subject to regulation or protection under specific laws or regulations (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), "Sensitive Personal Data" as defined under the General Data Protection Regulation (GDPR), etc. (such User Data collectively, “Excluded Regulated Data”) 

USER RECOGNIZES AND AGREES THAT: (i) SQUAREDANCE HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED REGULATED DATA OR OTHERWISE TO PROTECT EXCLUDED REGULATED DATA; AND (ii) SQUAREDANCE’S SYSTEMS, INCLUDING THE PLATFORM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED REGULATED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED REGULATED DATA UNLESS OTHERWISE NOTED BY SQUAREDANCE.‍

11.8 Aggregated and/or Anonymized Data.

Notwithstanding the provisions above of this Section 11, Squaredance may use, reproduce, sell, publicize, or otherwise exploit Aggregated Data in any way, in its sole discretion. “Aggregate Data”, sometimes referred to as “Anonymized Data”,  refers to User Data with the following removed: personally identifiable information and the names and addresses of User and any of its Authorized Members and/or End-Customers.

12. Confidential Information

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12.1 Confidential Information”

refers to the following items Squaredance discloses to User: (i) any document Squaredance marks “Confidential”; (ii) any information Squaredance orally designates as “Confidential” at the time of disclosure; (iii) any communications between Squaredance and User in relation to this Agreement, whether or not marked or designated confidential; and (iv) any other non-public, sensitive information disclosed by Squaredance, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved for release in writing by User.‍

12.2 Nondisclosure.

User shall not use Confidential Information for any purpose other than the use of the Platform for its ordinary internal business purposes (the “Purpose”). User: (i) shall not disclose Confidential Information to any employee or contractor of User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with User with terms no less restrictive than those of this Section 12; and (ii) shall not disclose Confidential Information to any other third-party without Squaredance’s prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify Squaredance of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give Squaredance prompt notice of any such legal or governmental demand and reasonably cooperate with Squaredance in any effort to seek a protective order or otherwise to contest such required disclosure, at Squaredance’s expense.

12.3 Injunction.

User agrees that breach of this Section 12. would cause Squaredance irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Squaredance will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

12.4 Termination & Return.

With respect to each item of Confidential Information, the obligations of Section 12.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, User shall return all copies of Confidential Information to Squaredance or certify, in writing, the destruction thereof.

12.5 Retention of Rights.

‍This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Squaredance will retain all right, title, and interest in and to all Confidential Information.

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Section VII – General Terms & Conditions and the Legal Stuff

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13. Non-Circumvention and Off-Platform Policy

In order to protect our Platform community and business and the integrity of the Platform, we prohibit all Users from intentionally and knowingly taking or encouraging other existing Users, other than your active pre-existing external contractual relationships, to work together off-platform in any form unless explicitly permitted in the Platform or if otherwise stated in the Terms. This includes asking Users to create third-party accounts, provide their contact information, or take other actions outside the Platform in violation of the Off-Platform Policy as set out further in our Acceptable Use and Advertising Policy. For the avoidance of doubt, we do not expect you to confirm that all of your customers do not work with Squaredance; this Section 13 refers to explicitly and intentionally encouraging other Users to work with you off-platform.

Users understand and agree that if they knowingly violate their obligations under this section and/or the Off-Platform Policy, Squaredance may take any action it determines is reasonably necessary including account suspension, termination, or any of the measures described in Section 16, and Squaredance may be entitled to injunctive relief and/or any other remedies available at law or in equity.

14. Platform Messenger

The Platform offers a messenger tool to assist with the ease of communication and partnership between Users. Squaredance does not participate in, nor does it monitor the content of the User chats but may access them from time to time if required by law or for internal support and/or investigation purposes, if for example, a complaint is received by a User. Squaredance expects Users to participate in User chats in accordance with these terms and our Policies, specifically our Acceptable Use and Advertising Policy . 

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15. User Creatives and Platform Content Ownership and Responsibilities

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15.1 User Creatives Ownership and Limited License.

1. Brand Creatives. While a Partnership Permission is in effect, access to and use of Brand Creatives posted on the Platform may be provided to the Partner for the exclusive purpose of distributing a Campaign and/or providing Partner Services. In doing so, the Brand thereby grants to the Partner a non-exclusive, limited, royalty-free, worldwide, revocable license to (i) use, distribute, display, publish, perform, copy, transmit, promote, and market the Brand Creatives and/or Campaign in accordance with the applicable Campaign Terms or Authorized Service Terms, and (ii) use, distribute, display, publish, perform, copy, transmit, promote, and market all associated Brand or third-party intellectual property in connection therewith. Title to and ownership of all intellectual property rights of all Brand Creatives  and associated Brand or third-party intellectual property shall remain with the Brand or its third-party licensors. Partners may use downstream Sub-Partners to distribute Campaigns and/or provide Partner Services, in which case Brand hereby allows Partners to sublicense the grant specified in this paragraph to such Sub-Partner. If a Partnership Permission is revoked, the Partner shall immediately cease use of the Brand Creatives. 

2. Traffic Partner Creatives. Neither the submission of Traffic Partner Creatives for approval to a Brand on the Platform nor the approval for a Traffic Partner to use the Traffic Partner Creatives for the purposes of distributing a Campaign shall grant Brand any right to use or license to use the Traffic Partner Creatives and associated intellectual property for itself or third-parties for any purpose.

3. Under no circumstances shall a User or Party obtain an ownership interest in another Party’s intellectual property, including but not limited to Brand Creatives orTraffic Partner Creatives.

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15.2 Platform Content.

‍Parts of the Platform may enable Users to provide general content such as feedback, text, photos, audio, video, information, and other content (collectively, “Platform Content”), which for the purposes of this definition shall not include User Creatives. By providing Platform Content, in whatever form and through whatever means, you grant Squaredance a non-exclusive, worldwide, royalty-free, revocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit, that content, without limitation. If Platform Content includes personal information, our Privacy Policy describes how we use that personal information. Where Squaredance pays for the creation of Platform Content or facilitates its creation, Squaredance may own that content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Platform Content that you provide and warrant that you either own it or are authorized to grant Squaredance the rights described in these Terms. 

15.3 Intellectual Property.

User Creatives and Platform Content made available through the Platform may be protected by copyright, trademark, and/or other laws of Canada, the United States, and other countries. You acknowledge that all intellectual property rights for the content are the exclusive property of Squaredance and/or its licensors and agree that you will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit any content accessed through the Platform except to the extent you are the legal owner of the content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Squaredance grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to access and view the content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use.

You are responsible and liable if any of your User Creatives or Platform Content violate or infringe the intellectual property or privacy rights of any third-party.

15.4 All User Creatives and Platform Content must comply with our Acceptable Use and Advertising Policy. which prohibits, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content. 

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16. Term & Termination and other Measures

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16.1 Term.

The agreement between you and Squaredance reflected by these Terms commences on the Effective Date and remains in effect until either you or we terminate the Agreement in accordance with these Terms.

16.2 Termination.

You may terminate this Agreement at any time by sending us an email request or by deactivating  your Platform User Account. Squaredance may terminate this Agreement and your account for any reason by giving you ten (10) business days’ notice via email or using any other contact information you have provided for your account. Squaredance may also terminate this Agreement immediately and without notice and stop providing access to the Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Squaredance, the Platform, its Users, or third-parties. If your account has been inactive for more than one year, we may terminate your account without prior notice.

16.3 User Violations.

If (i) you breach these Terms or our Policies, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Squaredance believes it is reasonably necessary to protect Squaredance, the Platform, its Users, or third-parties; Squaredance may, with or without prior notice:

1. suspend or limit your access to or use of the Platform and/or your account;
2. pause or remove Campaigns, or other content, including but not limited to any Campaign Content or other User Creatives;
3. cancel pending or approved Ad Approvals or Partnership Permissions; 
4. hold back payment(s) pending any investigation; or
5. suspend or revoke any special status associated with an account.

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For minor violations or where otherwise appropriate as Squaredance determines in its sole discretion, you will be given notice of any intended measure by Squaredance and an opportunity to resolve the issue. You may appeal actions taken by us under this section by contacting us. If a Partnership Permission is revoked under this section and/or a Partner violates this section, the amount paid to the Partner may be reduced by the amount we credit or otherwise provide to the Brand, and by any other costs we incur as a result.

16.4 Legal Mandates.

Squaredance may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 16.3.

16.5 Effect of Termination.

If you are a Traffic Partner and terminate your Platform User Account and/or a Partner profile, any of your associated Traffic PartnerApprovals will be automatically revoked.. If you are a Brand and terminate your Platform User Account and/or a Brand profile, any associated Campaign(s) will be automatically cancelled. When this Agreement has been terminated, you are not entitled to a restoration of your account or any of your User Creatives or Platform Content. If your access to or use of the Platform has been limited, or your Platform User Account has been suspended, or this Agreement has been terminated by us, you may not register a new account or access or use the Platform through an account of another User.

16.6 Survival.

Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 11 (User Data & Privacy), 12 (Confidential Information), 13 (Non-Circumvention and Off-Platform Policy), 15 (User Creatives and Platform Content Ownership and Responsibilities), 16 (Term & Termination and other Measures), 19 (Disclaimer of Warranties), 20 (Limitations on Liability), 21 (Indemnification), and 23 (Governing Law & Jurisdiction; Arbitration).

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17 Modifications

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17.1 Agreement Modifications

Squaredance reserves the right, in our sole and absolute discretion, to modify or update any portion of the Terms from time to time, and will post the most current version on our Website. If a modification meaningfully reduces or changes  your rights under the Agreement, we’ll notify you (by, for example, sending you an email or displaying a notice within the Platform. Users should look at the Terms regularly. Unless otherwise indicated by us in our notice (if applicable), any changes to the Terms will take effect immediately upon posting of such updated terms. Your continued access or use of the Platform after we provide notice, if applicable, or after we post the updated terms, will constitute your acceptance of the revised terms. If a User objects to the updated Terms, User may choose to terminate the Agreement and should cease accessing  using  the Platform. 

17.2 Agreement Amendments

The Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

17.3 Effective Date

Notwithstanding the foregoing provisions of this Section 17, Squaredance may revise its Privacy Policy  and any other of its Policies at any time by posting a new version at the Squaredance website and/or on the Platform, and such new version will become effective on the date it is posted.

18. Squaredance’s Role

The Platform is a self-managed partnership platform that enables Users to publish, offer, search for, and book marketing and marketing distribution services as outlined herein. While we work hard to ensure our Users have great experiences using the Platform, we do not and cannot control the conduct of our Users. You acknowledge that Squaredance has the right, but does not have any obligation, to monitor the use of the Platform and verify information provided by our Users. For example, we may review, disable access to, or remove User Creatives to: (i) operate, secure and improve the Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Campaigns or User Creatives that don’t meet quality and eligibility criteria. Users acknowledge and agree that Squaredance administers its policies, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Squaredance in good faith, and to provide Squaredance with such information and take such actions as may be reasonably requested by Squaredance with respect to any investigation undertaken by Squaredance regarding the use or abuse of the Platform. Squaredance is not acting as an agent for any User except for where Platform Payments acts as a collection agent as provided in the Payment Terms .

19. Disclaimer of Warranties

We provide the Platform on an “as is” basis,  without warranty of any kind, and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Brand, Campaign, Partner, Partner Services, User Creatives, or third-party; (ii) we do not warrant the performance or non-interruption of the Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Users and/or Organizations (if any) will identify past misconduct or prevent future misconduct. Any references to a User or Organization being "verified" (or similar language) indicate only that the User or Organization or Squaredance has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

20. Limitations on Liability

Neither Squaredance (including if applicable, its parents, successors, subsidiaries, and their respective directors, officers, agents, partners, employees , and personnel) nor any other party involved in creating, producing, or delivering the Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Platform or any Platform Content or User Creatives, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Platform, or (iv) offering of a Campaign, including the provision or use of Partner Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Squaredance has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

Except for our obligation to transmit payments to Partners, as applicable under these Terms, in no event will Squaredance’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Users, or your use of or inability to use the Platform, any User Creatives, or any Partner Services, exceed: (A) to Brands, the amount Brand paid to Squaredance during the 6-month period prior to the event giving rise to the liability, (B) to Partners, the amount paid to Partner during the 6-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).

These limitations of liability and damages are fundamental elements of the agreement between you and Squaredance. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

21. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, release, defend (at Squaredance’s option), and hold harmless Squaredance (including its parent, successors, subsidiaries, and their respective directors, officers, agents, partners, employees , and personnel) from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a Platform product or feature) or our Policies, (ii) your improper use of the Platform, (iii) your interaction with any User, offering of a Campaign or Partner Services, or engaging Partner Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, (v) your breach of any laws, regulations or third-party rights such as intellectual property or privacy rights, or (vi) any other act, omission or misrepresentation by you directly or indirectly related to this Agreement.

22. Dispute Resolution between Squaredance and Users

The Parties agree to make reasonable efforts and attempt in good faith to resolve through negotiation any dispute, claim, or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this section (“Dispute”), including but not limited to by means of a conference between corporate officers of Squaredance and a representative of the User and/or Organization who have authority to resolve the Dispute. However, should a resolution not be reached within a period of sixty (60) days, the Parties agree to submit the Dispute for arbitration as provided in Section 23  of these Terms. With the exception that in the event a Brand fails to make timely payment on undisputed billed amounts and/or Squaredance is unable to process Brand payments as a result of the Brand’s failure or refusal to update payment information on their account, this may not be considered a Dispute as set out in this section herein at Squaredance’s sole discretion and it reserves the right to assign unpaid bills/invoices to collections with or without notice to Brand.

23. Governing Law & Jurisdiction; Arbitration

1. Governing Law. This Agreement will be governed solely by the laws of the Province of Ontario and Canada, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; or (ii) other international laws. 
2. Arbitration. If the Parties cannot resolve a Dispute informally as set out in Section 22, the Parties expressly consent that the exclusive venue and forum for any Dispute arising out of or relating to this Agreement, shall be in mandatory, confidential, final, and binding arbitration, as set out below:

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24. Miscellaneous

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24.1 Disputes Between Users.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

24.2 Copyright Policy.

1. Policy. Squaredance supports the protection of intellectual property rights of others and expects its Users to do the same. It is Squaredance’s policy, in appropriate circumstances and at its discretion, to suspend and/or terminate the account or access of Users of its Platform who repeatedly infringe or are repeatedly charged with infringing the copyright or other intellectual property rights of others. Squaredance will respond to all claims of alleged copyright infringement committed using the Platform that are reported to Squaredance following this policy. 
2. DMCA Notice and Takedown Procedure. If you are a copyright owner, or are authorized to act on behalf of one, please report alleged copyright infringement taking place on or through the Platform by sending a DMCA Notice to Squaredance c/o Galactic Propeller Holdings Ltd. by email to legal@squaredance.io or as set out under Section 24.10 (Notices). Upon receiving a DMCA Notice, Squaredance will investigate the alleged copyright infringement to the best of its ability and at its discretion may pause or suspend a Platform User Account and/or Campaign or remove or request the removal of any Campaign Content. 

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24.3 Other Terms Incorporated by Reference.

Our Privacy Policy, Acceptable Use and Advertising Policy , Payment Terms and other supplemental policies and terms linked to in these Terms which apply to your use of the Platform, are incorporated by reference, and form part of your agreement with Squaredance.

24.4 Interpreting these Terms.

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, these Terms (including those items incorporated by reference) constitute the entire agreement between you and Squaredance  pertaining to your access to or use of the Platform and supersede any and all prior oral or written understandings or agreements between you and Squaredance. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Squaredance. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

24.5 Severability.

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

24.6 No Waiver.

Squaredance’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

24.7 Assignment.

User may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without Squaredance’s prior written consent. If you wish to make such an assignment, please email legal@squaredance.io with the details of your request including the name and relevant contact details for the assignee. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. Squaredance may assign, transfer, or delegate this agreement and any rights and obligations hereunder, at its sole discretion, without your consent or any other restrictions. If we make an assignment, we will provide reasonable notice to you. Subject to the foregoing, the terms of this Agreement will be fully binding upon and inure to the benefit of and be enforceable by, a party’s respective successors, heirs, executors, administrators and permitted assigns.

24.8 Third-Party Services and Linked Websites. 

1. Third-Party Services. The Platform may contain links or certain features and functionalities within the Platform may allow you to interface or interact with, access, use, and/or disclose information to third-party websites, applications, services, resources or content (collectively, “Third-Party Services”) that are subject to different terms and privacy practices. Squaredance is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
   

2. Exported Information. Squaredance may provide tools through the Platform that enable you to export information to a Third-Party Service. By using one of these tools, you agree that Squaredance may transfer that information to the applicable Third-Party Service. You acknowledge and agree that the Third-Party Service is not under Squaredance’s control, and, to the fullest extent permitted by law, Squaredance is not responsible for any Third-Party Service’s use of any exported information. 

24.9 Force Majeure.

Neither Squaredance or User will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement,  for any delays, failure, default, or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse either party’s liabilities or obligation to make payment, under this Agreement.

24.10 Notices.

Unless specified otherwise, any notices or other communications to Users permitted or required under the Terms, will be provided electronically, and given by Squaredance via email, Platform notification, or any other contact method we enable, and you provide, and such notices will be deemed received twenty-four (24) hours after they are sent. Users may send notices pursuant to this Agreement to Squaredance, and such notices will be deemed received (i) seventy-two (72) hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), or sent by courier (confirmed by receipt) addressed to Squaredance, Attn: Legal, at 171 East Liberty St., Unit 310, Toronto, Ontario, Canada M6K 3P6, or (ii) if sent by email to legal@squaredance.io will be deemed received twenty-four (24) hours after they are sent.

24.11 Admin Emails and Subscriptions.

You will receive administrative communications from us using the email address or other contact information you provide for your Platform User Account. Enrolment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. You can unsubscribe from promotional emails at any time, and it will not impact your account status or administrative emails.

24.12 Publicity.

‍In further consideration of the rights granted hereunder to User, User agrees to permit Squaredance to use User's name and trademarks and service marks to identify User as a Platform User on the Website, in Squaredance’s marketing materials and in other sales and marketing activities, provided that User does not notify Squaredance in writing of its revocation of such permission. User agrees to cooperate with Squaredance in reasonable publicity efforts involving the Platform, such as, for example, media releases and marketing materials in accordance with Squaredance's reasonable request.

24.13 Conflicts.

‍In the event of any conflict between this Agreement and any Squaredance policy posted online or on the Platform, including without limitation the Privacy Policy , the terms of this Agreement will govern.

24.14 Headings.

The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

24.15 Acceptance.

USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON USER’S BEHALF THROUGH THE PLATFORM’S ONLINE REGISTRATION PROCESS REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS. User further acknowledges that this Agreement does not have to be signed in order to be binding. User will have indicated their assent to the terms of the Agreement by completing its online account registration with Squaredance, during which process these Terms are presented and linked. 

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